ENDEAVOUR REPORTS ROBUST H1-2022 RESULTS;
INCREASES HALF YEAR DIVIDEND BY 43% TO $100M
Production of 702koz at an AISC of $900/oz l Operating cash flow of $553m l Net cash position increased by $141m
OPERATIONAL AND FINANCIAL HIGHLIGHTS (for continuing operations)
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London, 3 August 2022 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF) (“Endeavour”, the “Group” or the “Company”) is pleased to announce its operating and financial results for Q2-2022 and H1-2022, with highlights provided in Table 1 below.
Table 1: Highlights for Continuing Operations1
All amounts in US$ million unless otherwise specified | THREE MONTHS ENDED | SIX MONTHS ENDED | |||||
30 June 2022 | 31 March 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | Δ H1-2022 vs. H1-2021 | ||
OPERATING DATA | |||||||
Gold Production, koz | 345 | 357 | 384 | 702 | 697 | +1% | |
All-in Sustaining Cost2, $/oz | 954 | 848 | 839 | 900 | 838 | +7% | |
Realised Gold Price, $/oz | 1,832 | 1,911 | 1,795 | 1,872 | 1,779 | +5% | |
CASH FLOW | |||||||
Operating Cash Flow before Changes in WC | 253 | 370 | 269 | 622 | 502 | +24% | |
Operating Cash Flow before Changes in WC2, $/sh | 1.02 | 1.49 | 1.07 | 2.50 | 2.18 | +15% | |
Operating Cash Flow | 253 | 299 | 284 | 553 | 488 | +13% | |
Operating Cash Flow2, $/sh | 1.02 | 1.21 | 1.13 | 2.22 | 2.12 | +5% | |
PROFITABILITY | |||||||
Net Earnings/(Loss) Attributable to Shareholders | 189 | (57) | 126 | 133 | 210 | (37)% | |
Net Earnings/(Loss), $/sh | 0.76 | (0.23) | 0.50 | 0.53 | 0.91 | (42)% | |
Adj. Net Earnings Attributable to Shareholders2 | 111 | 134 | 175 | 245 | 282 | (13)% | |
Adj. Net Earnings2, $/sh | 0.45 | 0.54 | 0.69 | 0.99 | 1.22 | (19)% | |
EBITDA2 | 417 | 218 | 344 | 635 | 646 | (2)% | |
Adj. EBITDA2 | 329 | 398 | 403 | 726 | 728 | 0% | |
SHAREHOLDER RETURNS | |||||||
Shareholder dividends paid | — | 70 | — | 70 | 60 | +17% | |
Share buybacks | 7 | 31 | 59 | 38 | 59 | (36)% | |
FINANCIAL POSITION HIGHLIGHTS | |||||||
(Net Cash)/Net Debt2 | (217) | (167) | 77 | (217) | 77 | n.a. | |
(Net Cash), Net Debt / Adjusted EBITDA (LTM) ratio2 | (0.14) | (0.11) | 0.07 | (0.14) | 0.07 | n.a. |
1From Continuing Operations excludes the Karma mine which was divested on 10 March 2022 and the Agbaou mine which was divested on 1 March 2021. 2This is a non-GAAP measure. Refer to the non-GAAP measure section in this press release and in the Management Report.
Management will host a conference call and webcast today, Wednesday 3 August, at 8:30 am EDT / 1:30 pm BST. For instructions on how to participate, please refer to the conference call and webcast section at the end of the news release.
Sebastien de Montessus, President and CEO, commented: “We are very pleased with our solid operating and financial performance over the first six months of the year, which has resulted in robust operating cash flow generation of more than $550 million. We are very proud to be on track to achieving both production and AISC guidance for the tenth consecutive year, despite the macro environment, which is a reflection of the resilience of our business and the strong dedication of our team.
This strong performance allowed us to continue to execute our capital allocation strategy, which is focused on strengthening our balance sheet, maximising shareholder returns and investing in our growth. As such, during the period, we continued to strengthen our balance sheet, increasing our net cash position by $141 million to reach $217 million, while also returning $108 million, in the form of dividend and buybacks, to shareholders.
In line with our strong shareholder returns commitment, we are pleased to declare a H1-2022 dividend of $100 million, which represents a 43% increase over last year’s dividend and is reflective of our improved financial position and confidence in our business outlook. Moreover, we are now targeting a minimum dividend of $200 million for the year, which is $50 million more than the initial minimum commitment. We are also continuing to supplement our shareholder returns with share buybacks, having completed $38 million over the last six months and $176 million since launching the programme in April 2021.
Our capital returns programme has returned an impressive $476 million to shareholders since early 2021, inclusive of the H1-2022 dividend, which represents approximately 10% of our current market capitalisation.
Looking ahead, we are excited with our growth prospects, with the priority being the Sabodala-Massawa plant expansion which is progressing on-schedule and on budget, with already over a third of the total capital committed. We have also continued to refine the DFS for our Lafigué project which is expected to be published in late Q3-2022. While, on the exploration front, we have continued to aggressively drill, which has resulted in a number of new discoveries, for which we expect to publish resource updates later in the year.
Given our strong performance across the business, we have significant momentum going into the second half of the year and are well positioned to continue to generate value for our stakeholders over the long term.”
UPCOMING CATALYSTS
The key upcoming expected catalysts are summarised in the table below.
Table 2: Key Upcoming Catalysts
TIMING | CATALYST | |
Q3-2022 | Shareholder returns | Payment of H1-2022 dividend |
Q3-2022 | Lafigué deposit - Fetekro property | Completion of Definitive Feasibility Study |
Q3-2022 | Mana | Wona underground first stope production |
H2-2022 | Exploration | Greenfield exploration programme progress update |
H2-2022 | Sabodala-Massawa | Expansion project progress update |
H2-2022 | Exploration | Exploration results and resource update |
OPERATING SUMMARY
Table 3: Group Production and FY-2022 Guidance
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||
All amounts in koz, on a 100% basis | 30 June 2022 |
31 March 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
2022 FULL-YEAR GUIDANCE | ||
Boungou | 27 | 34 | 39 | 61 | 99 | 130 | — | 140 |
Houndé | 87 | 73 | 80 | 160 | 146 | 260 | — | 275 |
Ity | 77 | 72 | 79 | 149 | 150 | 255 | — | 270 |
Mana | 55 | 53 | 49 | 107 | 102 | 170 | — | 190 |
Sabodala-Massawa1 | 73 | 96 | 96 | 169 | 135 | 360 | — | 375 |
Wahgnion1 | 27 | 29 | 41 | 55 | 66 | 140 | — | 150 |
PRODUCTION FROM CONTINUING OPERATIONS | 345 | 357 | 384 | 702 | 697 | 1,315 | — | 1,400 |
Karma2 | — | 10 | 25 | 10 | 47 | |||
Agbaou3 | — | — | — | — | 13 | |||
GROUP PRODUCTION | 345 | 367 | 409 | 712 | 756 |
1Included for the post acquisition period commencing 10 February 2021. 2Divested on 10 March 2022. 3Divested on 1 March 2021.
Table 4: Group All-In Sustaining Costs and FY-2022 Guidance
All amounts in US$/oz | THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||
30 June 2022 |
31 March 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
2022 FULL-YEAR GUIDANCE | |||
Boungou | 1,062 | 901 | 950 | 971 | 793 | 900 | — | 1,000 |
Houndé | 807 | 771 | 741 | 791 | 787 | 875 | — | 925 |
Ity | 895 | 728 | 806 | 813 | 796 | 850 | — | 900 |
Mana | 905 | 1,000 | 1,016 | 953 | 982 | 1,000 | — | 1,100 |
Sabodala-Massawa1 | 779 | 578 | 637 | 666 | 675 | 675 | — | 725 |
Wahgnion1 | 1,788 | 1,351 | 980 | 1,558 | 903 | 1,050 | — | 1,150 |
Corporate G&A | 20 | 39 | 27 | 30 | 30 | 30 | ||
AISC FROM CONTINUING OPERATIONS | 954 | 848 | 839 | 900 | 838 | 880 | — | 930 |
Karma2 | — | 1,504 | 1,074 | 1,504 | 1,120 | |||
Agbaou3 | — | — | — | — | 1,131 | |||
GROUP AISC | 954 | 866 | 853 | 909 | 860 |
1Included for the post acquisition period commencing 10 February 2021. 2Divested on 10 March 2022. 3Divested on 1 March 2021.
SHAREHOLDER RETURNS PROGRAMME
Table 5: Actual Shareholder Returns vs. Minimum Commitment
MINIMUM | ACTUAL SHAREHOLDER RETURNS | SUPPLEMENTAL | |||
All amounts in US$ million | DIVIDEND COMMITMENT | DIVIDENDS DECLARED | BUYBACKS COMPLETED | TOTAL RETURNS | SHAREHOLDER RETURNS |
FY-2020 | 60 | 60 | — | 60 | — |
FY-2021 | 125 | 140 | 138 | 278 | +153 |
H1-2022 | 75 | 100 | 38 | 138 | +63 |
TOTAL | 260 | 300 | 176 | 476 | +216 |
CASH FLOW AND LIQUIDITY SUMMARY
The table below presents the cash flow and net debt position for Endeavour for the three month periods ended 30 June 2022, 31 March 2022, and 30 June 2021 and the six month periods ending 30 June 2022 and 30 June 2021, with accompanying explanations below.
Table 6: Cash Flow and Net Debt Position
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||
All amounts in US$ million unless otherwise specified |
30 June 2022 |
31 March 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
|
Net cash from/(used in), as per cash flow statement: | ||||||
Operating cash flows before changes in working capital from continuing operations | 253 | 370 | 269 | 622 | 502 | |
Changes in working capital | 1 | (70) | 15 | (70) | (14) | |
Cash generated from discontinued operations | — | 5 | 16 | 5 | 10 | |
Cash generated from operating activities | [1] | 253 | 304 | 301 | 558 | 498 |
Cash used in investing activities | [2] | (145) | (94) | (137) | (238) | (243) |
Cash used in financing activities | [3] | (26) | (50) | (192) | (76) | (127) |
Effect of exchange rate changes on cash | (33) | (20) | (7) | (53) | (11) | |
INCREASE/(DECREASE) IN CASH | 50 | 140 | (35) | 191 | 118 | |
Cash position at beginning of period | 1,047 | 906 | 868 | 906 | 715 | |
CASH POSITION AT END OF PERIOD | [4] | 1,097 | 1,047 | 833 | 1,097 | 833 |
Principal amount of Senior Notes | (500) | (500) | — | (500) | — | |
Principal amount of Convertible Notes | (330) | (330) | (330) | (330) | (330) | |
Drawn portion of Revolving Credit Facility | (50) | (50) | — | (50) | — | |
Drawn portion of Corporate Loan Facility | — | — | (580) | — | (580) | |
NET CASH / (NET DEBT) | [5] | 217 | 167 | (77) | 217 | (77) |
(Net cash), Net debt / Adjusted EBITDA (LTM) ratio1 | [5] | (0.14) x | (0.11) x | 0.07 x | (0.14) x | 0.07 x |
1Net debt, Adjusted EBITDA, and cash flow per share are Non-GAAP measures. Refer to the non-GAAP measure section in this press release and in the Management Report.
NOTES:
EARNINGS FROM CONTINUING OPERATIONS
The table below presents the earnings and adjusted earnings for Endeavour for the three and six month periods ending 30 June 2022, with accompanying notes below.
Table 7: Earnings from Continuing Operations
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||
All amounts in US$ million unless otherwise specified | 30 June 2022 |
31 March 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
|
Revenue | [8] | 630 | 686 | 709 | 1,316 | 1,310 |
Operating expenses | [9] | (251) | (218) | (258) | (469) | (510) |
Depreciation and depletion | [9] | (140) | (152) | (145) | (292) | (262) |
Royalties | [10] | (38) | (41) | (40) | (79) | (81) |
Earnings from mine operations | 201 | 276 | 267 | 476 | 457 | |
Corporate costs | [11] | (7) | (14) | (16) | (21) | (30) |
Acquisition and restructuring costs | (1) | — | (15) | (2) | (27) | |
Share-based compensation | (3) | (8) | (10) | (11) | (18) | |
Other expense | (11) | (2) | (8) | (13) | (11) | |
Exploration costs | (8) | (7) | (6) | (15) | (16) | |
Earnings from operations | 171 | 247 | 213 | 415 | 356 | |
Gain/(loss) on financial instruments | [12] | 107 | (179) | (13) | (72) | 29 |
Finance costs | (17) | (15) | (14) | (32) | (26) | |
Earnings before taxes | 261 | 51 | 186 | 312 | 359 | |
Current income tax expense | [13] | (65) | (75) | (44) | (139) | (116) |
Deferred income tax recovery/(expense) | [14] | 8 | (11) | 7 | (3) | 13 |
Net comprehensive earnings/(loss) from continuing operations | [15] | 205 | (35) | 148 | 169 | 256 |
Add-back adjustments | [16] | (70) | 192 | 55 | 122 | 90 |
Adjusted net earnings from continuing operations | [17] | 134 | 157 | 203 | 292 | 346 |
Portion attributable to non-controlling interests | 23 | 24 | 28 | 47 | 64 | |
Adjusted net earnings from continuing operations attributable to shareholders of the Company | [17] | 111 | 134 | 174 | 245 | 282 |
Earnings/(loss) per share from continuing operations | 0.76 | (0.24) | 0.50 | 0.53 | 0.91 | |
Adjusted net earnings per share from continuing operations | 0.45 | 0.54 | 0.69 | 0.99 | 1.22 | |
NOTES:
OPERATING ACTIVITIES BY MINE
Boungou Gold Mine, Burkina Faso
Table 8: Boungou Performance Indicators
For The Period Ended | Q2-2022 | Q1-2022 | Q2-2021 | H1-2022 | H1-2021 | |
Tonnes ore mined, kt | 272 | 252 | 350 | 524 | 596 | |
Total tonnes mined, kt | 5,115 | 6,334 | 8,346 | 11,448 | 15,018 | |
Strip ratio (incl. waste cap) | 17.81 | 24.13 | 22.85 | 20.85 | 24.18 | |
Tonnes milled, kt | 366 | 349 | 336 | 715 | 651 | |
Grade, g/t | 2.47 | 3.03 | 3.84 | 2.76 | 4.65 | |
Recovery rate, % | 93 | 95 | 95 | 94 | 95 | |
PRODUCTION, KOZ | 27 | 34 | 39 | 61 | 99 | |
Total cash cost/oz | 996 | 848 | 714 | 912 | 657 | |
AISC/OZ | 1,062 | 901 | 950 | 971 | 793 |
Q2-2022 vs Q1-2022 Insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Houndé Gold Mine, Burkina Faso
Table 9: Houndé Performance Indicators
For The Period Ended | Q2-2022 | Q1-2022 | Q2-2021 | H1-2022 | H1-2021 | |
Tonnes ore mined, kt | 1,330 | 1,338 | 1,399 | 2,668 | 3,024 | |
Total tonnes mined, kt | 10,725 | 12,686 | 11,717 | 23,411 | 25,654 | |
Strip ratio (incl. waste cap) | 7.06 | 8.48 | 7.38 | 7.77 | 7.48 | |
Tonnes milled, kt | 1,217 | 1,233 | 1,108 | 2,450 | 2,254 | |
Grade, g/t | 2.42 | 1.94 | 2.47 | 2.18 | 2.17 | |
Recovery rate, % | 94 | 95 | 92 | 94 | 92 | |
PRODUCTION, KOZ | 87 | 73 | 80 | 160 | 146 | |
Total cash cost/oz | 699 | 697 | 629 | 698 | 694 | |
AISC/OZ | 807 | 771 | 741 | 791 | 787 |
Q2-2022 vs Q1-2022 Insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Ity Gold Mine, Côte d’Ivoire
Table 10: Ity Performance Indicators
For The Period Ended | Q2-2022 | Q1-2022 | Q2-2021 | H1-2022 | H1-2021 | |
Tonnes ore mined, kt | 1,668 | 2,534 | 1,877 | 4,202 | 3,982 | |
Total tonnes mined, kt | 6,027 | 6,951 | 5,934 | 12,978 | 12,750 | |
Strip ratio (incl. waste cap) | 2.61 | 1.74 | 2.16 | 2.09 | 2.20 | |
Tonnes milled, kt | 1,597 | 1,669 | 1,544 | 3,266 | 3,094 | |
Grade, g/t | 1.77 | 1.70 | 1.96 | 1.73 | 1.86 | |
Recovery rate, % | 86 | 80 | 81 | 83 | 80 | |
PRODUCTION, KOZ | 77 | 72 | 79 | 149 | 150 | |
Total cash cost/oz | 804 | 707 | 720 | 757 | 718 | |
AISC/OZ | 895 | 728 | 806 | 813 | 796 |
Q2-2022 vs Q1-2022 Insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Mana Gold Mine, Burkina Faso
Table 11: Mana Performance Indicators
For The Period Ended | Q2-2022 | Q1-2022 | Q2-2021 | H1-2022 | H1-2021 | |
OP tonnes ore mined, kt | 376 | 470 | 549 | 846 | 904 | |
OP total tonnes mined, kt | 837 | 1,644 | 7,187 | 2,482 | 15,720 | |
OP strip ratio (incl. waste cap) | 1.23 | 2.50 | 12.09 | 1.93 | 16.38 | |
UG tonnes ore mined, kt | 196 | 199 | 214 | 395 | 459 | |
Tonnes milled, kt | 652 | 622 | 670 | 1,274 | 1,275 | |
Grade, g/t | 2.83 | 2.94 | 2.49 | 2.88 | 2.68 | |
Recovery rate, % | 90 | 92 | 92 | 91 | 91 | |
PRODUCTION, KOZ | 55 | 53 | 49 | 107 | 102 | |
Total cash cost/oz | 880 | 948 | 911 | 914 | 909 | |
AISC/OZ | 905 | 1,000 | 1,016 | 953 | 982 |
Q2-2022 vs Q1-2022 Insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Sabodala-Massawa Gold Mine, Senegal
Table 12: Sabodala-Massawa Performance Indicators
For The Period Ended | Q2-2022 | Q1-2022 | Q2-2021 | H1-2022 | H1-2021 | |
Tonnes ore mined, kt | 1,717 | 1,708 | 2,111 | 3,425 | 3,167 | |
Total tonnes mined, kt | 12,777 | 12,076 | 10,798 | 24,853 | 16,629 | |
Strip ratio (incl. waste cap) | 6.44 | 6.07 | 4.11 | 6.26 | 4.25 | |
Tonnes milled, kt | 1,048 | 1,054 | 1,067 | 2,102 | 1,617 | |
Grade, g/t | 2.38 | 3.10 | 3.20 | 2.74 | 2.97 | |
Recovery rate, % | 89 | 89 | 89 | 89 | 90 | |
PRODUCTION, KOZ | 73 | 96 | 96 | 169 | 135 | |
Total cash cost/oz | 669 | 448 | 548 | 545 | 553 | |
AISC/OZ | 779 | 578 | 637 | 666 | 675 |
Q2-2022 vs Q1-2022 Insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Plant Expansion
Wahgnion Gold Mine, Burkina Faso
Table 13: Wahgnion Performance Indicators
For The Period Ended | Q2-2022 | Q1-2022 | Q2-2021 | H1-2022 | H1-2021 | |
Tonnes ore mined, kt | 805 | 1,100 | 1,187 | 1,905 | 1,836 | |
Total tonnes mined, kt | 9,437 | 10,173 | 7,615 | 19,610 | 12,066 | |
Strip ratio (incl. waste cap) | 10.72 | 8.25 | 5.42 | 9.29 | 5.57 | |
Tonnes milled, kt | 997 | 974 | 1,016 | 1,971 | 1,554 | |
Grade, g/t | 0.90 | 0.99 | 1.31 | 0.95 | 1.32 | |
Recovery rate, % | 92 | 91 | 95 | 91 | 95 | |
PRODUCTION, KOZ | 27 | 29 | 41 | 55 | 66 | |
Total cash cost/oz | 1,409 | 1,134 | 928 | 1,264 | 858 | |
AISC/OZ | 1,788 | 1,351 | 980 | 1,558 | 903 |
Q2-2022 vs Q1-2022 Insights
H1-2022 vs H1-2021 Insights
2022 Outlook
EXPLORATION ACTIVITIES
Table 14: Consolidated Q1-2022 exploration expenditures and 2022 guidance1
All amounts in US$ million |
Q2-2022
ACTUAL |
H1-2022
ACTUAL |
FY-2022 GUIDANCE |
Boungou mine | 1.0 | 1.7 | 4.0 |
Houndé mine | 3.5 | 5.6 | 14.0 |
Ity mine | 2.6 | 4.5 | 10.0 |
Mana mine | 3.6 | 5.4 | 6.0 |
Sabodala-Massawa mine | 5.3 | 9.1 | 15.0 |
Wahgnion mine | 3.3 | 4.9 | 9.0 |
Lafigué project | 2.9 | 4.8 | 7.0 |
Greenfield and development projects | 3.9 | 8.0 | 15.0 |
TOTAL | 26.1 | 44.0 | 80.0 |
Note: Amounts may differ from Management Report due to rounding 1Consolidated exploration expenditures include expensed, sustaining, and non-sustaining exploration expenditures.
Boungou mine
Houndé mine
Ity mine
Mana mine
Sabodala-Massawa mine
Wahgnion mine
Lafigué project, on the Fetekro property
Kalana project
Greenfield exploration
CONFERENCE CALL AND LIVE WEBCAST
Management will host a conference call and webcast on Wednesday 3 August, at 8:30 am EDT / 1:30 pm BST to discuss the Company's financial results.
The conference call and webcast are scheduled at:
5:30am in Vancouver
8:30am in Toronto and New York
1:30pm in London
8:30pm in Hong Kong and Perth
The webcast can be accessed through the following link:
https://edge.media-server.com/mmc/p/52ikoagj
Analysts and investors are also invited to participate and ask questions by registering for the conference call dial-in via the following link:
https://register.vevent.com/register/BI9ffe2c0effb94d0faae6b0f0271fa49a
The conference call and webcast will be available for playback on Endeavour's website.
QUALIFIED PERSONS
Mark Morcombe, COO of Endeavour Mining PLC., a Fellow of the Australasian Institute of Mining and Metallurgy, is a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the technical information in this news release.
CONTACT INFORMATION
For Investor Relations enquiries: | For Media enquiries: |
Martino De Ciccio | Brunswick Group LLP in London |
VP – Strategy & Investor Relations | Carole Cable, Partner |
+442030112706 | +447974982458 |
investor@endeavourmining.com | ccable@brunswickgroup.com |
ABOUT ENDEAVOUR MINING CORPORATION
Endeavour Mining is one of the world’s senior gold producers and the largest in West Africa, with operating assets across Senegal, Cote d’Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa.
A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.
For more information, please visit www.endeavourmining.com.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This document contains "forward-looking statements" within the meaning of applicable securities laws. All statements, other than statements of historical fact, are “forward-looking statements”, including but not limited to, statements with respect to Endeavour's plans and operating performance, the estimation of mineral reserves and resources, the timing and amount of estimated future production, costs of future production, future capital expenditures, the success of exploration activities, the expectation that an exploration permit will be received, the anticipated timing for the payment of a shareholder dividend and statements with respect to future dividends payable to the Company’s shareholders, the completion of studies, mine life and any potential extensions, the future price of gold and the share buyback programme. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "expected", "budgeted", "forecasts", "anticipates", believes”, “plan”, “target”, “opportunities”, “objective”, “assume”, “intention”, “goal”, “continue”, “estimate”, “potential”, “strategy”, “future”, “aim”, “may”, “will”, “can”, “could”, “would” and similar expressions .
Forward-looking statements, while based on management's reasonable estimates, projections and assumptions at the date the statements are made, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions or completion of divestitures; risks related to international operations; risks related to general economic conditions and the impact of credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; Endeavour’s financial results, cash flows and future prospects being consistent with Endeavour expectations in amounts sufficient to permit sustained dividend payments; the completion of studies on the timelines currently expected, and the results of those studies being consistent with Endeavour’s current expectations; actual results of current exploration activities; production and cost of sales forecasts for Endeavour meeting expectations; unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; extreme weather events, natural disasters, supply disruptions, power disruptions, accidents, pit wall slides, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities; changes in national and local government legislation, regulation of mining operations, tax rules and regulations and changes in the administration of laws, policies and practices in the jurisdictions in which Endeavour operates; disputes, litigation, regulatory proceedings and audits; adverse political and economic developments in countries in which Endeavour operates, including but not limited to acts of war, terrorism, sabotage, civil disturbances, non-renewal of key licenses by government authorities, or the expropriation or nationalisation of any of Endeavour’s property; risks associated with illegal and artisanal mining; environmental hazards; and risks associated with new diseases, epidemics and pandemics, including the effects and potential effects of the global Covid-19 pandemic.
Although Endeavour has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to Endeavour's most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Endeavour and its business.
The declaration and payment of future dividends and the amount of any such dividends will be subject to the determination of the Board of Directors, in its sole and absolute discretion, taking into account, among other things, economic conditions, business performance, financial condition, growth plans, expected capital requirements, compliance with the Company's constating documents, all applicable laws, including the rules and policies of any applicable stock exchange, as well as any contractual restrictions on such dividends, including any agreements entered into with lenders to the Company, and any other factors that the Board of Directors deems appropriate at the relevant time. There can be no assurance that any dividends will be paid at the intended rate or at all in the future.
NON-GAAP MEASURES
Some of the indicators used by Endeavour in this press release represent non-IFRS financial measures, including “all-in margin”, “all-in sustaining cost”, “net cash / net debt”, “EBITDA”, “adjusted EBITDA”, “net cash / net debt to adjusted EBITDA ratio”, “cash flow from continuing operations”, “total cash cost per ounce”, “sustaining and non-sustaining capital”, “net earnings”, “adjusted net earnings”, “operating cash flow per share”, and “return on capital employed”. These measures are presented as they can provide useful information to assist investors with their evaluation of the pro forma performance. Since the non-IFRS performance measures listed herein do not have any standardised definition prescribed by IFRS, they may not be comparable to similar measures presented by other companies. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Please refer to the non-GAAP measures section in this press release and in the Company’s most recently filed Management Report for a reconciliation of the non-IFRS financial measures used in this press release.
Corporate Office: 5 Young St, Kensington, London W8 5EH, UK
Table of Contents
MANAGEMENT REPORT | |
1. BUSINESS OVERVIEW...................................................................................................................................................................... | 3 |
1.1. OPERATIONS DESCRIPTION.............................................................................................................................................................. | 3 |
2. HIGHLIGHTS FOR THE THREE AND SIX MONTHS ENDED 30 JUNE 2022...................................................................................................................................................................... | 4 |
3. ENVIRONMENTAL, SOCIAL AND GOVERNANCE...................................................................................................................................................................... | 5 |
3.1. HEALTH AND SAFETY.............................................................................................................................................................. | 5 |
3.2. ESG UPDATES AND PERFORMANCE.............................................................................................................................................................. | 5 |
4. OPERATIONS REVIEW...................................................................................................................................................................... | 8 |
4.1. OPERATIONAL REVIEW SUMMARY.............................................................................................................................................................. | 8 |
4.2. BOUNGOU GOLD MINE.............................................................................................................................................................. | 9 |
4.3. HOUNDÉ GOLD MINE.............................................................................................................................................................. | 11 |
4.4. ITY GOLD MINE.............................................................................................................................................................. | 13 |
4.5. MANA GOLD MINE.............................................................................................................................................................. | 15 |
4.6. SABODALA-MASSAWA GOLD MINE.............................................................................................................................................................. | 17 |
4.7. WAHGNION GOLD MINE.............................................................................................................................................................. | 19 |
4.8. DISCONTINUED OPERATIONS - KARMA MINE.............................................................................................................................................................. | 21 |
5. FINANCIAL REVIEW...................................................................................................................................................................... | 22 |
5.1. STATEMENT OF COMPREHENSIVE EARNINGS.............................................................................................................................................................. | 22 |
5.2. CASH FLOWS.............................................................................................................................................................. | 24 |
5.3. SUMMARISED STATEMENT OF FINANCIAL POSITION.............................................................................................................................................................. | 26 |
5.4. LIQUIDITY AND FINANCIAL CONDITION.............................................................................................................................................................. | 27 |
5.5. RELATED PARTY TRANSACTIONS.............................................................................................................................................................. | 28 |
5.6. ACCOUNTING POLICIES AND CRITICAL JUDGEMENTS.............................................................................................................................................................. | 28 |
6. NON-GAAP MEASURES...................................................................................................................................................................... | 29 |
6.1. EBITDA AND ADJUSTED EBITDA.............................................................................................................................................................. | 29 |
6.2. CASH AND ALL-IN SUSTAINING COST PER OUNCE OF GOLD SOLD.............................................................................................................................................................. | 30 |
6.3. ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE.............................................................................................................................................................. | 33 |
6.4. OPERATING CASH FLOW PER SHARE.............................................................................................................................................................. | 33 |
6.5. NET CASH/ADJUSTED EBITDA RATIO.............................................................................................................................................................. | 34 |
6.6. RETURN ON CAPITAL EMPLOYED.............................................................................................................................................................. | 34 |
7. QUARTERLY AND ANNUAL FINANCIAL AND OPERATING RESULTS...................................................................................................................................................................... | 35 |
8. PRINCIPAL RISKS AND UNCERTAINTIES...................................................................................................................................................................... | 37 |
9. CONTROLS AND PROCEDURES...................................................................................................................................................................... | 39 |
9.1. DISCLOSURE CONTROLS AND PROCEDURES.............................................................................................................................................................. | 39 |
9.2. INTERNAL CONTROLS OVER FINANCIAL REPORTING.............................................................................................................................................................. | 39 |
9.3. LIMITATIONS OF CONTROLS AND PROCEDURES.............................................................................................................................................................. | 39 |
10. DIRECTORS’ RESPONSIBILITY STATEMENT...................................................................................................................................................................... | 40 |
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
INDEPENDENT REVIEW REPORT TO THE MEMBERS OF ENDEAVOUR MINING PLC...................................................................................................................................................................... | 40 |
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS...................................................................................................................................................................... | 42 |
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS...................................................................................................................................................................... | 43 |
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION...................................................................................................................................................................... | 44 |
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY...................................................................................................................................................................... | 45 |
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS...................................................................................................................................................................... | 46 |
This Management Report should be read in conjunction with Endeavour Mining plc’s (“Endeavour”, the “Company”, or the “Group”) condensed interim consolidated financial statements for the three and six months ended 30 June 2022 and 2021 and Endeavour Mining plc’s audited consolidated financial statements for the years ended 31 December 2021 and 2020 and notes thereto. The condensed interim consolidated financial statements have been prepared in accordance with UK adopted international accounting standards and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) or (“GAAP”), and are in compliance with the requirements of the Companies Act 2006 and are also in accordance with the requirements of the Disclosure Guidance and Transparency Rules in the United Kingdom as applicable to interim financial reporting. Endeavour Mining plc’s audited consolidated financial statements for the years ended 31 December 2021 and 2020 and notes thereto has been prepared in accordance with IFRS. This Management Report is prepared as an equivalence to the Company’s Management Discussions & Analysis (“MD&A”) which is the Canadian filing requirement in accordance with National Instrument 51-102, Continuous Disclosure Obligations (“NI 51-102”), and includes all of the disclosures as required by NI 51-102.
This Management Report contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained herein. The reader is cautioned not to place undue reliance on forward-looking statements. All figures are in United States Dollars, unless otherwise indicated. Tabular amounts are in millions of United States Dollars, except per share amounts and where otherwise indicated. This Management Report is prepared as of 2 August 2022. Additional information relating to the Company is available, including the Company’s prospectus (on the Company’s website at www.endeavourmining.com) and the Company’s Annual Information Form (available on SEDAR at www.sedar.com).
1. BUSINESS OVERVIEW
1.1. OPERATIONS DESCRIPTION
Endeavour is a multi-asset gold producer focused on West Africa and dual-listed on the Toronto Stock Exchange (“TSX”) and the London Stock Exchange (“LSE”) under the symbol EDV on both exchanges and is quoted in the United States on the OTCQX International (symbol EDVMF). The Company has six operating assets consisting of the Boungou, Houndé, Mana and Wahgnion mines in Burkina Faso, the Ity mine in Côte d’Ivoire, the Sabodala-Massawa mine in Senegal, two development projects (Lafigué and Kalana) in Côte d’Ivoire and Mali and a strong portfolio of exploration assets on the highly prospective Birimian Greenstone Belt across Burkina Faso, Côte d’Ivoire, Mali, Senegal, and Guinea. On 10 March 2022, the Company completed the sale of its Karma mine in Burkina Faso.
As a leading global gold producer and the largest in West Africa, Endeavour is committed to principles of responsible mining and delivering sustainable value to its employees, stakeholders, and the communities where it operates. Figure 1 in the attached pdf document shows Endeavour's properties in West Africa, as of 2nd August 2022.
2. HIGHLIGHTS FOR THE THREE AND SIX MONTHS ENDED 30 JUNE 2022
Table 1: Consolidated Highlights
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
($m) | Unit | 30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
Operating data from continuing operations | |||||
Gold produced | oz | 345,104 | 383,935 | 702,193 | 696,624 |
Gold sold | oz | 343,688 | 395,146 | 702,782 | 736,268 |
Realised gold price1 | $/oz | 1,832 | 1,795 | 1,872 | 1,779 |
All-in sustaining costs ("AISC") per ounce sold 2 | $/oz | 954 | 839 | 900 | 838 |
Cash flow data from continuing operations | |||||
Operating cash flows before working capital | $ | 252.5 | 269.0 | 622.1 | 502.3 |
Operating cash flows before working capital per share2 | $/share | 1.02 | 1.07 | 2.50 | 2.18 |
Operating cash flows | $ | 253.2 | 284.1 | 552.6 | 488.0 |
Operating cash flows per share2 | $/share | 1.02 | 1.13 | 2.22 | 2.12 |
Earnings data from continuing operations | |||||
Revenue1 | $ | 629.6 | 709.1 | 1,315.8 | 1,310.1 |
Earnings from mine operations | $ | 200.5 | 266.5 | 476.2 | 457.4 |
Net comprehensive earnings attributable to shareholders | $ | 189.4 | 125.8 | 132.7 | 209.8 |
Basic earnings per share attributable to shareholders | $/share | 0.76 | 0.50 | 0.53 | 0.91 |
EBITDA2,3 | $ | 417.3 | 344.3 | 635.2 | 646.4 |
Adjusted EBITDA2,3 | $ | 328.5 | 403.2 | 726.2 | 728.3 |
Adjusted net earnings attributable to shareholders2 | $ | 111.3 | 174.5 | 244.9 | 281.5 |
Adjusted net earnings per share attributable to shareholders2 | $/share | 0.45 | 0.69 | 0.99 | 1.22 |
Balance sheet data | |||||
Cash | $ | 1,096.8 | 832.9 | 1,096.8 | 832.9 |
(Net cash)/Net debt2 | $ | (216.8) | 77.1 | (216.8) | 77.1 |
(Net cash)/Net debt/Adjusted EBITDA (LTM) ratio2,3 | : | (0.14) | 0.07 | (0.14) | 0.07 |
1Revenue and realised gold price are inclusive of the Sabodala-Massawa stream.
2This is a non-GAAP measure. Refer to the non-GAAP measure section of this Management Report.
3EBITDA is defined as earnings before interest, taxes, depreciation and depletion; LTM is defined as last twelve months.
3. ENVIRONMENT, SOCIAL AND GOVERNANCE
Endeavour is committed to being a responsible gold miner, creating long-term value and sharing the benefits of its operations with all its stakeholders, including employees, host communities and shareholders. As the largest gold miner in West Africa and a trusted partner, Endeavour’s operations have the potential to provide a significant positive impact on the socio-economic development of its local communities and host countries, while minimising their impact on the environment.
Environment, social and governance (“ESG”) policies, systems and practices are embedded throughout the business and the Company reports annually on its ESG performance via its Annual and Sustainability Reports. A dedicated sustainability governance structure has been established with an ESG Committee at board level, and an Executive Management ESG Steering Committee that it reports into.
Endeavour’s ESG strategy is centered around the three pillars of ESG, with a number of priority areas identified, which are linked to clear, measurable ESG-related executive compensation targets, which are published in the Company’s annual reporting suite, including the Annual Report and the Sustainability Report.
To maximise Endeavour’s socio-economic impact, it has identified a number of priority areas for its social investment, these are health, education, economic development and access to water and energy.
Endeavour’s environmental priorities seek to address issues of both global and local concern; addressing climate change, water stewardship, protecting biodiversity, and tackling the scourge of plastic waste, which is prevalent and problematic for its local communities.
These are supported by the third pillar, a strong governance foundation. This includes respect for human rights, zero harm, support for employee well-being, diversity and inclusion, responsible sourcing, and rigorous reporting utilising the following ESG frameworks: the Task Force on Climate-related Financial Disclosures (“TCFD”), Global Reporting Initiative (“GRI”), the World Gold Council’s Responsible Gold Mining Principles (“RGMPs”), the Sustainability Accounting Standards Board (“SASB”) and the Local Procurement Reporting Mechanism (“LPRM”). Endeavour is also a participant of the United Nations Global Compact and a signatory of the Women’s Empowerment Principles.
3.1. HEALTH AND SAFETY
Endeavour puts the highest priority on safe work practices and systems. The Company’s ultimate aim is to achieve “zero harm” performance. The following table shows the safety statistics for the trailing twelve months ended 30 June 2022. The Group’s lost time injury frequency rate (“LTIFR”) continues to be well below the industry benchmark.
Table 2: LTIFR1 and TRIFR2 Statistics for the Trailing Twelve Months ended 30 June 2022
Incident Category | |||||
Fatality | Lost Time Injury | Total People Hours | LTIFR1 | TRIFR2 | |
Boungou | — | — | 3,255,770 | — | 1.23 |
Houndé | — | 1 | 5,286,498 | 0.19 | 0.76 |
Ity | — | — | 6,860,770 | — | 0.44 |
Mana | — | — | 4,729,944 | — | 1.48 |
Non Operations3 | — | — | 5,508,250 | — | 0.73 |
Sabodala-Massawa | — | 3 | 7,355,542 | 0.41 | 1.77 |
Wahgnion | — | 1 | 6,417,306 | 0.16 | 1.09 |
Total | — | 5 | 39,414,080 | 0.13 | 1.07 |
1LTIFR = Number of LTIs in the Period x 1,000,000 / Total people hours worked for the period.
2Total Recordable Injury Frequency Rate (“TRIFR”) = Number of (LTI + Fatalities + Restricted Work Injury + Medical Treated Injury + First Aid Injury) in the period x 1,000,000 / Total people hours worked for the period.
3“Non Operations” includes Corporate, Kalana, Lafigué and Exploration.
3.2. ESG UPDATES AND PERFORMANCE
2021 Sustainability Report
On 25 May 2022, Endeavour published its fifth annual Sustainability Report, in accordance with the GRI, TCFD, SASB and LPRM reporting frameworks, which is available here: www.endeavourmining.com/esg/esg-reporting. Key ESG data was also externally assured for the second year in a row.
2021 was a strong year for Endeavour’s ESG activities with important milestones achieved across the Company’s operations and in its engagement with host communities and countries. In addition, the Company announced an ambitious ESG strategy, upgraded and implemented a number of Group policies, standards and performance management systems, continued the implementation of the World Gold Council’s RGMPs, and achieved the majority of the Group’s ESG 2021 targets.
Key highlights include:
Endeavour seeks to continue the momentum of the strong ESG performance demonstrated in 2021 by continuing to implement its ESG strategy, with clear targets identified for 2022, as outlined on pages 6-7 of the 2021 Sustainability Report.
The Report details the Company’s enhanced ESG strategy and sets out a number of ambitions, including 2022 objectives, across environmental stewardship, social engagement and ethical business practices, which are aligned to robust and transparent disclosure practices and tied to executive and group compensation plans.
ESG Ratings Agency Update
On 24 June 2022, Endeavour received an updated AA rating from the MSCI Ratings Agency. This places Endeavour in the top quartile for the MSCI ACWI Index constituents, Metals and Mining - Precious Metals.
Update on the Endeavour Foundation
The Endeavour Foundation has launched a number of initiatives this year, to support Endeavour’s ESG strategy, in the areas of health, education and protecting the environment. These include:
The Responsible Gold Mining Principles
The RGMPs were launched by the World Gold Council, the industry body responsible for stimulating and sustaining demand for gold, to reflect the commitment of the world’s leading gold producers to responsible mining. The RGMPs provide a comprehensive ESG reporting framework that sets out clear expectations as to what constitutes responsible gold mining to help provide confidence to investors, supply chain participants and ultimately, consumers.
The RGMPs consist of ten umbrella principles and fifty-one detailed principles that cover key ESG themes. During FY-2021, Endeavour continued to progress implementation of the RGMPs, working towards full conformance at both corporate and site-level by September 2022 for its legacy assets, the Ity and Houndé mines, as per the World Gold Council’s three-year timeframe. For the acquired SEMAFO and Teranga mines, Endeavour has three years to conform from the date of acquisition.
In FY-2020, Endeavour received external assurance on seven RGMPs, the details of which are included in the Company’s 2020 Sustainability Report, available at www.endeavourmining.com.
In Q2-2022, Endeavour published its first externally assured Conflict Free Gold Report, fulfilling the requirement of RGMP 5.4. This report is available on the Company’s website at: www.endeavourmining.com/esg/esg-reporting.
In Q3-2022, the Company plans to conduct an external review with an independent assurance provider on all the outstanding RGMPs at both corporate level and at Endeavour’s legacy assets Ity and Houndé, with a view to achieving conformance on all the RGMPs.
Incident at Houndé
On 17 May 2022, a group of artisanal miners (“ASM”) illegally entered the Houndé mine, for a brief period of time, in protest of being removed by government authorities from a nearby illegal ASM site. There were no serious injuries sustained by either Endeavour employees, contractors, or the ASM and limited property damage and disruption to operations. Following the incident, various activities have been initiated and more are planned for H2-2022 to bolster community and stakeholder engagement.
4. OPERATIONS REVIEW
The following tables summarises operating results for the three and six months ended 30 June 2022 and 30 June 2021.
4.1. Operational Review Summary
Table 3: Group Production
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
(All amounts in oz, on a 100% basis) | ||||
Boungou | 27,005 | 38,802 | 60,846 | 98,549 |
Houndé | 87,008 | 79,632 | 160,073 | 145,686 |
Ity | 76,871 | 79,487 | 149,272 | 150,369 |
Mana | 54,768 | 49,167 | 107,335 | 101,566 |
Sabodala-Massawa1 | 72,904 | 95,856 | 169,230 | 134,804 |
Wahgnion1 | 26,548 | 40,991 | 55,437 | 65,650 |
PRODUCTION FROM CONTINUING OPERATIONS | 345,104 | 383,935 | 702,193 | 696,624 |
Karma2 | — | 25,057 | 10,246 | 46,630 |
Agbaou3 | — | — | — | 12,575 |
GROUP PRODUCTION | 345,104 | 408,992 | 712,439 | 755,829 |
1Included for the post acquisition period commencing 10 February 2021.
2Divested on 10 March 2022.
3Divested on 1 March 2021.
Table 4: Group AISC1
(All amounts in US$/oz) | THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | ||
Boungou | 1,062 | 950 | 971 | 793 | |
Houndé | 807 | 741 | 791 | 787 | |
Ity | 895 | 806 | 813 | 796 | |
Mana | 905 | 1,016 | 953 | 982 | |
Sabodala-Massawa2 | 779 | 637 | 666 | 675 | |
Wahgnion2 | 1,788 | 980 | 1,558 | 903 | |
Corporate G&A | 20 | 27 | 30 | 30 | |
AISC1 FROM CONTINUING OPERATIONS | 954 | 839 | 900 | 838 | |
Karma3 | — | 1,074 | 1,504 | 1,120 | |
Agbaou4 | — | — | — | 1,131 | |
GROUP AISC1 | 954 | 853 | 909 | 860 | |
1
This is a non-GAAP measure. Refer to non-GAAP Measures section for further details.
2
Included for the post acquisition period commencing 10 February 2021.
3
Divested on 10 March 2022.
4Divested on 1 March 2021.
4.2.
Boungou Gold Mine, Burkina Faso
Table 5: Boungou Key Performance Indicators
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Unit | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
Operating data | |||||
Tonnes ore mined | kt | 272 | 350 | 524 | 596 |
Tonnes of waste mined | kt | 4,843 | 7,996 | 10,925 | 14,422 |
Tonnes of ore milled | kt | 366 | 336 | 715 | 651 |
Average gold grade milled | g/t | 2.47 | 3.84 | 2.76 | 4.65 |
Recovery rate | % | 93 | 95 | 94 | 95 |
Gold produced | oz | 27,005 | 38,802 | 60,846 | 98,549 |
Gold sold | oz | 27,305 | 37,974 | 63,143 | 95,833 |
Realised gold price | $/oz | 1,831 | 1,801 | 1,881 | 1,782 |
Financial data | |||||
Revenue | $m | 50.0 | 68.4 | 118.8 | 170.8 |
Operating expenses | $m | (24.1) | (23.6) | (50.5) | (56.9) |
Royalties | $m | (3.1) | (4.1) | (7.1) | (10.3) |
Non-cash operating expenses1 | $m | — | 0.6 | — | 4.3 |
Total cash cost2 | $m | (27.2) | (27.1) | (57.6) | (62.9) |
Sustaining capital2 | $m | (1.8) | (9.0) | (3.7) | (13.1) |
Total AISC2 | $m | (29.0) | (36.1) | (61.3) | (76.0) |
Non-sustaining capital2 | $m | (8.3) | (3.9) | (17.5) | (8.4) |
Total all-in costs2 | $m | (37.3) | (40.0) | (78.8) | (84.4) |
Cash cost per ounce sold2 | $/oz | 996 | 714 | 912 | 657 |
Mine AISC per ounce sold2 | $/oz | 1,062 | 950 | 971 | 793 |
2Non-cash operating expenses relates to the reversal of the fair value adjustment of inventory on hand at the acquisition date.
2Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
Q2-2022 vs Q2-2021 insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Exploration
4.3. Houndé Gold Mine, Burkina Faso
Table 6: Houndé Key Performance Indicators
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Unit |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
|
Operating data | |||||
Tonnes ore mined | kt | 1,330 | 1,399 | 2,668 | 3,024 |
Tonnes of waste mined | kt | 9,395 | 10,319 | 20,743 | 22,630 |
Tonnes milled | kt | 1,217 | 1,108 | 2,450 | 2,254 |
Average gold grade milled | g/t | 2.42 | 2.47 | 2.18 | 2.17 |
Recovery rate | % | 94 | 92 | 94 | 92 |
Gold produced | oz | 87,008 | 79,632 | 160,073 | 145,686 |
Gold sold | oz | 85,979 | 76,827 | 158,475 | 143,858 |
Realised gold price | $/oz | 1,845 | 1,790 | 1,880 | 1,780 |
Financial data | |||||
Revenue | $m | 158.6 | 137.5 | 298.0 | 256.1 |
Operating expenses | $m | (49.0) | (41.6) | (90.3) | (82.1) |
Royalties | $m | (11.1) | (6.8) | (20.3) | (17.8) |
Total cash cost1 | $m | (60.1) | (48.4) | (110.6) | (99.9) |
Sustaining capital1 | $m | (9.3) | (8.6) | (14.7) | (13.3) |
Total AISC1 | $m | (69.4) | (57.0) | (125.3) | (113.2) |
Non-sustaining capital1 | $m | (3.4) | (3.0) | (7.2) | (9.7) |
Total all-in costs1 | $m | (72.8) | (59.9) | (132.5) | (122.9) |
Cash cost per ounce sold1 | $/oz | 699 | 629 | 698 | 694 |
Mine AISC per ounce sold1 | $/oz | 807 | 741 | 791 | 787 |
1Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
Q2-2022 vs Q2-2021 Insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Exploration
4.4. Ity Gold Mine, Côte d’Ivoire
Table 7: Ity CIL Key Performance Indicators
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Unit |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
|
Operating data | |||||
Tonnes ore mined | kt | 1,668 | 1,877 | 4,202 | 3,982 |
Tonnes of waste mined | kt | 4,359 | 4,057 | 8,776 | 8,768 |
Tonnes milled | kt | 1,597 | 1,544 | 3,266 | 3,094 |
Average gold grade milled | g/t | 1.77 | 1.96 | 1.73 | 1.86 |
Recovery rate | % | 86 | 81 | 83 | 80 |
Gold produced | oz | 76,871 | 79,487 | 149,272 | 150,369 |
Gold sold | oz | 75,753 | 83,377 | 148,423 | 157,860 |
Realised gold price | $/oz | 1,834 | 1,803 | 1,878 | 1,790 |
Financial data | |||||
Revenue | $m | 138.9 | 150.3 | 278.8 | 282.5 |
Operating expenses | $m | (53.9) | (51.8) | (97.4) | (97.8) |
Royalties | $m | (7.0) | (8.3) | (14.9) | (15.5) |
Total cash cost1 | $m | (60.9) | (60.1) | (112.3) | (113.3) |
Sustaining capital1 | $m | (6.9) | (7.1) | (8.4) | (12.3) |
Total AISC1 | $m | (67.8) | (67.2) | (120.7) | (125.7) |
Non-sustaining capital1 | $m | (5.6) | (8.4) | (10.7) | (20.4) |
Total all-in costs1 | $m | (73.4) | (75.5) | (131.4) | (146.1) |
Cash cost per ounce sold1 | $/oz | 804 | 720 | 757 | 718 |
Mine AISC per ounce sold1 | $/oz | 895 | 806 | 813 | 796 |
1Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
Q2-2022 vs Q2-2021 insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Exploration
4.5. Mana Gold Mine, Burkina Faso
Table 8: Mana Key Performance Indicators
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Unit | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
Operating data | |||||
Tonnes ore mined - open pit | kt | 376 | 549 | 846 | 904 |
Tonnes of waste mined - open pit | kt | 461 | 6,638 | 1,636 | 14,816 |
Tonnes ore mined - underground | kt | 196 | 214 | 395 | 459 |
Tonnes of waste mined - underground | kt | 154 | 82 | 304 | 165 |
Tonnes of ore milled | kt | 652 | 670 | 1,274 | 1,275 |
Average gold grade milled | g/t | 2.83 | 2.49 | 2.88 | 2.68 |
Recovery rate | % | 90 | 92 | 91 | 91 |
Gold produced | oz | 54,768 | 49,167 | 107,335 | 101,566 |
Gold sold | oz | 54,232 | 49,769 | 108,427 | 110,323 |
Realised gold price | $/oz | 1,837 | 1,804 | 1,881 | 1,789 |
Financial data | |||||
Revenue | $m | 99.6 | 89.8 | 204.0 | 197.4 |
Operating expenses | $m | (41.6) | (40.8) | (86.9) | (87.6) |
Royalties | $m | (6.1) | (4.9) | (12.2) | (13.0) |
Non-cash operating expenses | $m | — | 0.4 | — | 0.4 |
Total cash cost1 | $m | (47.7) | (45.3) | (99.1) | (100.3) |
Sustaining capital1 | $m | (1.4) | (5.2) | (4.2) | (8.0) |
Total AISC1 | $m | (49.1) | (50.6) | (103.3) | (108.3) |
Non-sustaining capital1 | $m | (15.1) | (21.1) | (25.5) | (45.2) |
Total all-in costs1 | $m | (64.2) | (71.7) | (128.8) | (153.5) |
Cash cost per ounce sold1 | $/oz | 880 | 911 | 914 | 909 |
Mine AISC per ounce sold1 | $/oz | 905 | 1,016 | 953 | 982 |
1Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
Q2-2022 vs Q2-2021 insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Exploration
4.6. Sabodala-Massawa Gold Mine, Senegal
Table 9: Sabodala-Massawa Key Performance Indicators1
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Unit | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
Operating data | |||||
Tonnes ore mined | kt | 1,717 | 2,111 | 3,425 | 3,167 |
Tonnes of waste mined | kt | 11,060 | 8,687 | 21,428 | 13,462 |
Tonnes milled | kt | 1,048 | 1,067 | 2,102 | 1,617 |
Average gold grade milled | g/t | 2.38 | 3.20 | 2.74 | 2.97 |
Recovery rate | % | 89 | 89 | 89 | 90 |
Gold produced | oz | 72,904 | 95,856 | 169,230 | 134,804 |
Gold sold | oz | 73,523 | 99,467 | 167,521 | 151,016 |
Realised gold price2 | $/oz | 1,805 | 1,779 | 1,847 | 1,752 |
Financial data | |||||
Revenue2 | $m | 132.7 | 177.0 | 309.4 | 264.5 |
Operating expenses | $m | (45.7) | (61.0) | (78.6) | (119.9) |
Royalties | $m | (7.4) | (9.9) | (17.3) | (14.9) |
Non-cash operating expenses3 | $m | 3.9 | 16.4 | 4.6 | 51.2 |
Total cash cost4 | $m | (49.2) | (54.5) | (91.3) | (83.5) |
Sustaining capital4 | $m | (8.1) | (8.9) | (20.3) | (18.4) |
Total AISC4 | $m | (57.3) | (63.4) | (111.6) | (102.0) |
Non-sustaining capital4 | $m | (11.8) | (5.2) | (21.1) | (9.7) |
Total all-in costs4 | $m | (69.1) | (68.6) | (132.7) | (111.7) |
Cash cost per ounce sold4 | $/oz | 669 | 548 | 545 | 553 |
Mine AISC per ounce sold4 | $/oz | 779 | 637 | 666 | 675 |
1Analysis of operations is only for the period after its acquisition by Endeavour on 10 February 2021.
2Revenue and realised gold price are inclusive of the Sabodala-Massawa stream.
3Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
4Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
Q2-2022 vs Q2-2021 insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Plant Expansion
Exploration
4.7. Wahgnion Gold Mine, Burkina Faso
Table 10: Wahgnion Key Performance Indicators1
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Unit | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 | |
Operating data | |||||
Tonnes ore mined | kt | 805 | 1,187 | 1,905 | 1,836 |
Tonnes of waste mined | kt | 8,632 | 6,428 | 17,705 | 10,230 |
Tonnes milled | kt | 997 | 1,016 | 1,971 | 1,554 |
Average gold grade milled | g/t | 0.90 | 1.31 | 0.95 | 1.32 |
Recovery rate | % | 92 | 95 | 91 | 95 |
Gold produced | oz | 26,548 | 40,991 | 55,437 | 65,650 |
Gold sold | oz | 26,896 | 47,732 | 56,793 | 77,378 |
Realised gold price | $/oz | 1,852 | 1,805 | 1,881 | 1,794 |
Financial data | |||||
Revenue | $m | 49.8 | 86.1 | 106.8 | 138.8 |
Operating expenses | $m | (36.7) | (38.9) | (64.8) | (65.8) |
Royalties | $m | (3.4) | (6.0) | (7.3) | (9.6) |
Non-cash operating expenses2 | $m | 2.2 | 0.6 | 0.3 | 9.0 |
Total cash cost3 | $m | (37.9) | (44.3) | (71.8) | (66.4) |
Sustaining capital3 | $m | (10.2) | (2.5) | (16.7) | (3.4) |
Total AISC3 | $m | (48.1) | (46.8) | (88.5) | (69.9) |
Non-sustaining capital3 | $m | (7.9) | (9.0) | (11.4) | (12.8) |
Total all-in costs3 | $m | (56.0) | (55.8) | (99.9) | (82.6) |
Cash cost per ounce sold3 | $/oz | 1,409 | 928 | 1,264 | 858 |
Mine AISC per ounce sold3 | $/oz | 1,788 | 980 | 1,558 | 903 |
1Analysis of operations is only for the period after its acquisition by Endeavour on 10 February 2021.
2Non-cash operating expenses relates to the reversal in the period of the fair value adjustment of inventory on hand at the acquisition date.
3Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
Q2-2022 vs Q2-2021 insights
H1-2022 vs H1-2021 Insights
2022 Outlook
Exploration
4.8. DISCONTINUED OPERATIONS - KARMA MINE
Table 11: Karma Key Performance Indicators1
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Unit |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
|
Operating data | |||||
Tonnes ore mined | kt | — | 1,253 | 709 | 2,496 |
Tonnes of waste mined | kt | — | 4,959 | 3,038 | 8,862 |
Tonnes of ore stacked | kt | — | 1,267 | 768 | 2,647 |
Average gold grade stacked | g/t | — | 0.91 | 0.57 | 0.81 |
Recovery rate | % | — | 68 | 67 | 67 |
Gold produced | oz | — | 25,057 | 10,246 | 46,630 |
Gold sold | oz | — | 25,615 | 10,107 | 48,011 |
Realised gold price2 | $/oz | — | 1,729 | 1,702 | 1,647 |
Financial data | |||||
Revenue2 | $m | — | 44.3 | 17.2 | 79.1 |
Operating expenses | $m | — | (23.3) | (13.5) | (46.2) |
Royalties | $m | — | (3.9) | (1.7) | (7.2) |
Total cash cost3 | $m | — | (27.2) | (15.2) | (53.3) |
Sustaining capital3 | $m | — | (0.3) | — | (0.5) |
Total AISC3 | $m | — | (27.5) | (15.2) | (53.8) |
Non-sustaining capital3 | $m | — | (2.1) | (0.5) | (2.9) |
Total all-in costs3 | $m | — | (29.6) | (15.7) | (56.7) |
Cash cost per ounce sold3 | $/oz | — | 1,062 | 1,504 | 1,110 |
Mine AISC per ounce sold3 | $/oz | — | 1,074 | 1,504 | 1,120 |
1Analysis of operations is only for the period up to its disposal by Endeavour on 10 March 2022.
2Revenue and realised gold price are inclusive of the Karma stream.
3Non-GAAP measure. Refer to the non-GAAP Measures section for further details.
On 10 March 2022, the Group completed the sale of its 90% interest in the Karma mine CGU to Néré Mining SA ("Néré"). The consideration upon sale of the Karma mine included (i) a deferred cash payment of $5.0 million to be paid six months after closing of the transaction; (ii) a contingent payment of up to $10.0 million payable twelve months after closing , based on a sliding scale, linked to the average gold price; and (iii) a 2.5% net smelter royalty ("NSR") on all ounces produced by the Karma mine in excess of 160koz of recovered gold from 1 January 2022.
H1-2022 vs H1-2021 Insights
5. FINANCIAL REVIEW
5.1. STATEMENT OF COMPREHENSIVE EARNINGS
Table 12: Statement of Comprehensive Earnings
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
($m) | Notes | 30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
Revenue | [1] | 629.6 | 709.1 | 1,315.8 | 1,310.1 |
Operating expenses | [2] | (251.2) | (257.7) | (468.7) | (510.1) |
Depreciation and depletion | [3] | (139.8) | (144.9) | (291.8) | (261.5) |
Royalties | [4] | (38.1) | (40.0) | (79.1) | (81.1) |
Earnings from mine operations | 200.5 | 266.5 | 476.2 | 457.4 | |
Corporate costs | [5] | (6.8) | (15.9) | (20.8) | (30.2) |
Acquisition and restructuring costs | [6] | (1.3) | (14.5) | (1.5) | (26.7) |
Share-based compensation | [7] | (3.1) | (9.8) | (10.8) | (17.8) |
Other expense | [8] | (10.6) | (7.7) | (12.6) | (11.0) |
Exploration costs | [9] | (8.0) | (5.9) | (15.1) | (15.7) |
Earnings from operations | 170.7 | 212.7 | 415.4 | 356.0 | |
Gain/(loss) on financial instruments | [10] | 106.8 | (13.3) | (72.0) | 28.9 |
Finance costs, net | [11] | (16.5) | (13.6) | (31.7) | (25.8) |
Earnings before taxes | 261.0 | 185.8 | 311.7 | 359.1 | |
Current income tax expense | [12] | (64.7) | (44.4) | (139.4) | (116.3) |
Deferred income tax recovery/(expense) | [12] | 8.2 | 6.6 | (3.0) | 13.4 |
Net earnings/(loss) from discontinued operations | [13] | — | 2.9 | 14.8 | (7.3) |
Net comprehensive earnings | 204.5 | 150.9 | 184.1 | 248.9 |
Review of results for the three and six months ended 30 June 2022:
5.2. CASH FLOWS
Table 13: Summarised Cash Flows
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
($m) | Note | 30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
Operating cash flows before changes in working capital | [1] | 252.5 | 269.0 | 622.1 | 502.3 |
Changes in working capital | [2] | 0.7 | 15.1 | (69.5) | (14.3) |
Cash generated from discontinued operations | — | 16.4 | 4.9 | 10.3 | |
Cash generated from operating activities | [3] | 253.2 | 300.5 | 557.5 | 498.3 |
Cash used in investing activities | [4] | (144.6) | (137.3) | (238.4) | (242.5) |
Cash used in financing activities | [5] | (25.9) | (191.7) | (76.0) | (127.0) |
Effect of exchange rate changes on cash | (32.5) | (6.7) | (52.5) | (10.5) | |
Increase/(decrease) in cash and cash equivalents | 50.2 | (35.2) | 190.6 | 118.3 |
Table 14: Tax Payments
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m) | 30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
Boungou | 2.9 | 32.4 | 11.5 | 33.8 |
Houndé | 17.8 | 23.0 | 26.6 | 26.5 |
Ity | 20.0 | 21.1 | 20.2 | 27.6 |
Mana | 4.4 | 5.0 | 7.2 | 5.0 |
Sabodala-Massawa | 10.8 | 13.6 | 16.8 | 19.4 |
Wahgnion | 5.8 | 7.9 | 7.7 | 7.9 |
Other1 | 2.5 | 1.7 | 2.9 | 8.1 |
Taxes paid by continuing operations | 64.2 | 104.7 | 92.9 | 128.3 |
Karma | — | 1.8 | — | 1.8 |
Agbaou | — | — | — | 19.9 |
Total taxes paid | 64.2 | 106.5 | 92.9 | 150.0 |
1Included in the “Other” category is taxes paid by corporate and exploration entities.
5.3. SUMMARISED STATEMENT OF FINANCIAL POSITION
Table 15: Summarised Statement of Financial Position
($m) | Note | As at 30 June 2022 | As at 31 December 2021 |
ASSETS | |||
Cash and cash equivalents | 1,096.8 | 906.2 | |
Other current assets | [1] | 482.0 | 459.8 |
Total current assets | 1,578.8 | 1,366.0 | |
Mining interests | 4,882.3 | 4,980.2 | |
Deferred income taxes | — | 10.0 | |
Other long term assets | [2] | 434.0 | 414.7 |
TOTAL ASSETS | 6,895.1 | 6,770.9 | |
LIABILITIES | |||
Other current liabilities | [3] | 465.1 | 397.8 |
Current portion long-term debt | [4] | 347.8 | — |
Income taxes payable | [5] | 204.6 | 169.3 |
Total current liabilities | 1,017.5 | 567.1 | |
Long-term debt | [6] | 537.3 | 841.9 |
Environmental rehabilitation provision | [7] | 147.2 | 162.9 |
Other long-term liabilities | [8] | 52.3 | 141.0 |
Deferred income taxes | 675.3 | 672.3 | |
TOTAL LIABILITIES | 2,429.6 | 2,385.2 | |
TOTAL EQUITY | 4,465.5 | 4,385.7 | |
TOTAL EQUITY AND LIABILITIES | 6,895.1 | 6,770.9 | |
5.4. LIQUIDITY AND FINANCIAL CONDITION
Net cash position
The following table summarises the Company’s net cash position as at 30 June 2022 and 31 December 2021.
Table 16: Net Cash Position
($m) | 30 June 2022 | 31 December 2021 |
Cash and cash equivalents | 1,096.8 | 906.2 |
Less: Principal amount of Senior Notes | (500.0) | (500.0) |
Less: Principal amount of Convertible Notes | (330.0) | (330.0) |
Less: Drawn portion of corporate loan facilities1 | (50.0) | — |
Net cash | 216.8 | 76.2 |
Net cash / adjusted EBITDA LTM ratio2 | (0.14) | (0.05) |
1Corporate loan facilities are presented at face value.
2Adjusted EBITDA is per table 18 and is calculated using the trailing twelve months adjusted EBITDA.
Equity and capital
On 24 January 2022, the Board of Directors of the Company declared a dividend of $0.28 per share totalling $70.0 million. The dividend was paid on 16 March 2022 to shareholders on record on the close of business on 11 February 2022 and resulted in dividends paid of $69.3 million.
Table 17: Outstanding Shares
30 June
2022 |
31 December 2021 |
|
Shares issued and outstanding | ||
Ordinary voting shares | 248,448,061 | 248,038,422 |
Stock options | 1,144,133 | 1,573,110 |
As at 1 August 2022, the Company had 248,448,061 shares issued and outstanding, and 1,144,133 outstanding stock options.
As part of the Company’s share buyback programme, subsequent to 30 June 2022 and up to 1 August 2022, the Company has repurchased a total of 144,100 shares at an average price of $19.43 for total cash outflows of $2.8 million.
Going concern
The Board of Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern until at least September 2023. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.
At 30 June 2022, the Group’s net cash position was $216.8 million, calculated as the difference between the current and non-current portion of long-term debt with a principal outstanding of $880.0 million and cash of $1,096.8 million. At 30 June 2022, the Group had undrawn credit facilities of $450.0 million. The Group had current assets of $1,578.8 million and current liabilities of $1,017.5 million representing a total working capital balance (current assets less current liabilities) of $561.3 million as at 30 June 2022which includes the convertible senior notes due in February 2023. Cash flows from operating activities for the three and six months ended 30 June 2022 were inflows of $253.2 million and $557.5 million respectively.
Based on a detailed cash flow forecast prepared by management, in which it included any reasonable possible change in the key assumptions on which the cash flow forecast is based, the Board of Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least September 2023 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include consensus analyst gold prices and production volumes in line with annual guidance.
The Board of Directors is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the interim financial statements as at and for the period ended 30 June 2022.
5.5. RELATED PARTY TRANSACTIONS
A related party is considered to include shareholders, affiliates, associates and entities under common control with the Company and members of key management personnel.
Key management compensation
During the six months ended 30 June 2022, an amount of $1.0 million was paid to key management personnel upon termination of their services which is included in acquisition and restructuring costs for the period.
During the year ended 31 December 2021, an amount of $10.8 million was granted to key and senior management personnel as incentive awards for the completion of the Teranga acquisition and the successful listing on the LSE.
Other related party transactions
During the year ended 31 December 2021, the Company entered into a transaction with La Mancha Holding S.àr.l. (“La Mancha”) when La Mancha exercised its anti-dilution right to maintain its interest in the Company and completed a $200.0 million private placement for 8,910,592 shares of Endeavour. La Mancha’s future anti-dilution rights have now been extinguished and La Mancha’s ownership interest in Endeavour was 19.4% at 30 June 2022 (31 December 2021 - 19.5%).
Prior to the Company listing on the LSE, the Group established an Employee Benefits Trust (the “EBT”) in connection with the Group’s employee share incentive plans, which may hold the Company's own shares in trust to settle future employee share incentive obligations. During the year ended 31 December 2021, the EBT acquired 0.6 million outstanding common shares from certain employees of the Group which remain held in the EBT at 30 June 2022.
In exchange for the shares, a subsidiary of the Company is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT ("EGC tracker shares"). Subsequently, additional EGC tracker shares have been issued to certain employees of the Group upon vesting of their PSUs. At 30 June 2022, there were 0.7 million EGC tracker shares outstanding with a fair value of $13.6 million and is included in current other financial liabilities.
5.6. ACCOUNTING POLICIES AND CRITICAL JUDGEMENTS
Critical judgements and key sources of estimation uncertainty
The Company’s management has made critical judgments and estimates in the process of applying the Company’s accounting policies to the consolidated financial statements that have significant effects on the amounts recognised in the Company’s consolidated financial statements. These judgements and estimations include determination of economic viability, capitalisation and depreciation of waste stripping, indicators of impairment, assets held for sale and discontinued operations, fair value of assets acquired and liabilities assumed, recoverability of value added tax, other financial assets, impairment of mining interests and goodwill, estimated recoverable ounces, mineral reserves, environmental rehabilitation costs, inventories, and current income taxes. The judgements applied in the period ended 30 June 2022 are consistent with those in the consolidated financial statements for the year ended 31 December 2021.
6. NON-GAAP MEASURES
This Management Report as well as the Company’s other disclosures contain multiple non-GAAP measures, which the Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use to assess the performance of the Company. These do not have a standard meaning and are intended to provide additional information which are not necessarily comparable with similar measures used by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The definitions of these measures, and the reconciliation to the amounts presented in the condensed interim consolidated financial statements, and the reasons for these measures are included below. The non-GAAP measures are consistent with those presented previously and there have been no changes to the bases of calculation.
6.1. EBITDA AND ADJUSTED EBITDA
The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use the earnings before interest, tax, depreciation and amortisation (“EBITDA”) and the adjusted earnings before interest, tax, depreciation and amortisation (“adjusted EBITDA”) to evaluate the Company’s performance and ability to generate cash flows and service debt. The following tables provide the illustration of the calculation of this margin, for the three and six months ended 30 June 2022 and 30 June 2021.
Table 18: EBITDA and Adjusted EBITDA
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m) |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
Earnings before taxes | 261.0 | 185.8 | 311.7 | 359.1 |
Add back: Depreciation and depletion | 139.8 | 144.9 | 291.8 | 261.5 |
Add back: Finance costs, net | 16.5 | 13.6 | 31.7 | 25.8 |
EBITDA from continuing operations | 417.3 | 344.3 | 635.2 | 646.4 |
Add back: Acquisition and restructuring costs | 1.3 | 14.5 | 1.5 | 26.7 |
Add back: (Gain)/loss on financial instruments | (106.8) | 13.3 | 72.0 | (28.9) |
Add back: Other expense | 10.6 | 7.7 | 12.6 | 11.0 |
Add back: Non-cash and other adjustments1 | 6.1 | 23.4 | 4.9 | 73.1 |
Adjusted EBITDA from continuing operations | 328.5 | 403.2 | 726.2 | 728.3 |
1Non-cash and other adjustments mainly relate to non-cash fair value adjustments to inventory associated with the purchase price allocation of SEMAFO and Teranga. Non-cash and other adjustment have been included in the adjusted EBITDA as they are non-recurring items which are not reflective of the Company’s on-going operations, as well as to be consistent with calculation of adjusted earnings.
6.2. CASH AND ALL-IN SUSTAINING COST PER OUNCE OF GOLD SOLD
The Company reports cash costs and all-in sustaining costs based on ounces of gold sold. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors may find this information useful to evaluate the costs of production per ounce. The following table provides a reconciliation of cash costs per ounce of gold sold, for the three and six months ended 30 June 2022 and 30 June 2021.
Table 19: Cash Costs
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m except ounces sold) |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
Operating expenses from mine operations | (251.2) | (257.7) | (468.7) | (510.1) |
Royalties | (38.1) | (40.0) | (79.1) | (81.1) |
Non-cash and other adjustments | 6.1 | 18.0 | 4.9 | 64.9 |
Cash costs from continuing operations | (283.2) | (279.7) | (542.9) | (526.3) |
Gold ounces sold from continuing operations | 343,688 | 395,146 | 702,782 | 736,268 |
Total cash cost per ounce of gold sold from continuing operations | 824 | 708 | 773 | 715 |
Cash costs from discontinued operations | — | (27.2) | (15.2) | (69.2) |
Total cash costs from all operations | (283.2) | (306.9) | (558.1) | (595.5) |
Gold ounces sold from all operations | 343,688 | 420,761 | 712,889 | 798,324 |
Total cash cost per ounce of gold sold from all operations | 824 | 729 | 783 | 746 |
The Company is reporting all‐in sustaining costs per ounce sold. This non‐GAAP measure provides investors with transparency regarding the total cash cost of producing an ounce of gold in each period, including those capital expenditures that are required for sustaining the on-going operation of the mines.
Table 20: All-In Sustaining Costs
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m except ounces sold) | 30 June 2022 | 30 June 2021 | 30 June 2022 | 30 June 2021 |
Total cash costs for ounces sold from continuing operations | (283.2) | (279.7) | (542.9) | (526.3) |
Corporate costs1 | (6.8) | (10.5) | (20.8) | (22.0) |
Sustaining capital | (38.0) | (41.3) | (68.8) | (68.6) |
All-in sustaining costs from continuing operations | (328.0) | (331.5) | (632.5) | (616.9) |
Gold ounces sold | 343,688 | 395,146 | 702,782 | 736,268 |
All-in sustaining costs per ounce sold from continuing operations | 954 | 839 | 900 | 838 |
Including discontinued operations | ||||
All in sustaining costs from discontinued operations | — | (27.5) | (15.2) | (69.7) |
All-in sustaining costs from all operations | (328.0) | (359.0) | (647.7) | (686.6) |
Gold ounces sold | 343,688 | 420,761 | 712,889 | 798,324 |
All-in sustaining cost per ounce sold from all operations | 954 | 853 | 909 | 860 |
1Corporate G&A costs included in the calculation for all-in sustaining costs for the prior year comparative periods has been adjusted to exclude expenses associated to listing on the LSE of $5.4 million for the three months and $8.2 million for the six months ended 30 June 2021.
The Company presents its sustaining capital expenditures in its all-in sustaining costs to reflect the capital expenditures related to producing and selling gold from its on-going mine operations. The distinction between sustaining and non-sustaining capital reflects the definition set out by the World Gold Council. Non-sustaining capital is capital expenditure incurred at new projects and costs related to major projects or expansions at existing operations where these projects will materially benefit the operations. This non‐GAAP measure provides investors with transparency regarding the capital costs required to support the on-going operations at its mines, relative to its total capital expenditures. Readers should be aware that these measures do not have a standardised meaning. It is intended to provide additional information and should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS.
Table 21: Sustaining and Non-Sustaining Capital
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m) |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
Expenditures on mining interests | 140.3 | 139.1 | 229.5 | 258.0 |
Additions to leased assets | (2.9) | — | (4.2) | — |
Non-sustaining capital expenditures1 | (53.2) | (58.2) | (95.6) | (115.1) |
Non-sustaining exploration | (17.1) | (26.8) | (28.2) | (33.0) |
Growth projects | (34.3) | (12.5) | (42.2) | (40.6) |
Payments for sustaining leases | 5.2 | — | 9.5 | — |
Sustaining Capital1 | 38.0 | 41.6 | 68.8 | 69.3 |
1Non-sustaining and sustaining capital expenditures include amounts incurred at the Agbaou and Karma mines.
Table 22: Consolidated Sustaining Capital
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m) |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
Boungou | 1.8 | 9.0 | 3.7 | 13.1 |
Houndé | 9.3 | 8.6 | 14.7 | 13.3 |
Ity | 6.9 | 7.1 | 8.4 | 12.3 |
Mana | 1.4 | 5.2 | 4.2 | 8.0 |
Sabodala-Massawa | 8.1 | 8.9 | 20.3 | 18.4 |
Wahgnion | 10.2 | 2.5 | 16.7 | 3.4 |
Corporate | 0.3 | — | 0.8 | — |
Sustaining capital from continuing operations | 38.0 | 41.3 | 68.8 | 68.5 |
Karma | — | 0.3 | — | 0.5 |
Agbaou | — | — | — | 0.3 |
Sustaining capital from all operations | 38.0 | 41.6 | 68.8 | 69.3 |
Table 23: Consolidated Non-Sustaining Capital
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m) |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
Boungou | 8.3 | 3.9 | 17.5 | 8.4 |
Houndé | 3.4 | 3.0 | 7.2 | 9.7 |
Ity | 5.6 | 8.4 | 10.7 | 20.4 |
Mana | 15.1 | 21.1 | 25.5 | 45.2 |
Sabodala-Massawa | 11.8 | 5.2 | 21.1 | 9.7 |
Wahgnion | 7.9 | 9.0 | 11.4 | 12.8 |
Non-mining | 1.1 | 5.5 | 1.7 | 6.0 |
Non-sustaining capital from continuing operations | 53.2 | 56.1 | 95.1 | 112.2 |
Karma | — | 2.1 | 0.5 | 2.9 |
Non-sustaining capital from all operations | 53.2 | 58.2 | 95.6 | 115.1 |
6.3. ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE
Net earnings have been adjusted for items considered exceptional in nature and not related to Endeavour’s core operation of mining assets or reflective of current operations. The presentation of adjusted net earnings may assist investors and analysts to understand the underlying operating performance of our core mining business. However, adjusted net earnings and adjusted net earnings per share do not have a standard meaning under IFRS. They should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS and are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.
The following table reconciles these non‐GAAP measures to the most directly comparable IFRS measure.
Table 24: Adjusted Net Earnings
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m except per share amounts) |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
Total net and comprehensive earnings | 204.5 | 150.9 | 184.1 | 248.9 |
Net (earnings)/loss from discontinued operations | — | (2.9) | (14.8) | 7.3 |
Acquisition and restructuring costs | 1.3 | 14.5 | 1.5 | 26.7 |
(Gain)/loss on financial instruments | (106.8) | 13.3 | 72.0 | (28.9) |
Other expenses | 10.6 | 7.7 | 12.6 | 11.0 |
Non-cash, tax and other adjustments1 | 24.8 | 19.4 | 36.3 | 80.7 |
Adjusted net earnings2 | 134.4 | 202.9 | 291.7 | 345.7 |
Attributable to non-controlling interests3 | 23.1 | 28.4 | 46.8 | 64.2 |
Attributable to shareholders of the Company | 111.3 | 174.5 | 244.9 | 281.5 |
Weighted average number of shares issued and outstanding | 248.4 | 251.8 | 248.5 | 230.0 |
Adjusted net earnings from continuing operations per basic share | 0.45 | 0.69 | 0.99 | 1.22 |
1Non-cash, tax and other adjustments mainly relate to the impact of the foreign exchange remeasurement of deferred tax balances, non-cash fair value adjustments to inventory associated with the purchase price allocation of SEMAFO and Teranga, and the listing fees associated with listing on the LSE.
2The adjusted net earnings figure for Q2-2021 and H1-2021 has been restated to exclude the impact of share-based compensation and deferred income taxes, other than with respect to the impact of the foreign exchange remeasurement of deferred tax balances, in the adjusted earnings figure in order to increase consistency of this calculation with peer companies, and ensure consistency of the adjustments with the Company’s other adjusted metrics (adjusted EBITDA). These items are not adjusted in adjusted earnings as they are not considered non-recurring to the Group’s operations.
3Adjusted net earnings attributable to non-controlling interests is equal to net earnings from continuing operations attributable to non-controlling interests adjusted, which on average is approximately 11% for the Company’s operating mines.
6.4. OPERATING CASH FLOW PER SHARE
The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use cash flow per share to assess the Company’s ability to generate and manage liquid resources. These terms do not have a standard meaning and are intended to provide additional information. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
Table 25: Operating Cash Flow (“OCF”) and Operating Cash Flow (“OCF”) Per Share
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
($m except per share amounts) |
30 June
2022 |
30 June
2021 |
30 June
2022 |
30 June
2021 |
Operating cash flow | ||||
Cash generated from operating activities by continuing operations | 253.2 | 284.1 | 552.6 | 488.0 |
Changes in working capital from continuing operations | (0.7) | (15.1) | 69.5 | 14.3 |
Operating cash flows before working capital from continuing operations | 252.5 | 269.0 | 622.1 | 502.3 |
Divided by weighted average number of outstanding shares, in millions | 248.4 | 251.8 | 248.5 | 230.0 |
Operating cash flow per share from continuing operations | 1.02 | 1.13 | 2.22 | 2.12 |
Operating cash flow per share before working capital from continuing operations | $1.02 | $1.07 | $2.50 | $2.18 |
6.5. NET CASH/ADJUSTED EBITDA RATIO
The Company is reporting net cash and net cash/adjusted EBITDA LTM ratio. This non‐GAAP measure provides investors with transparency regarding the liquidity position of the Company. It is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The calculation of net cash is shown in table 16. The following table explains the calculation of net cash/adjusted EBITDA LTM ratio using the last twelve months of adjusted EBITDA.
Table 26: Net Cash/ Adjusted EBITDA LTM Ratio
($m) |
30 June
2022 |
31 December 2021 |
Net cash | (216.8) | (76.2) |
Trailing twelve month adjusted EBITDA1 | 1,507.3 | 1,536.6 |
Net cash / adjusted EBITDA LTM ratio | (0.14) | (0.05) |
1Trailing twelve month adjusted EBITDA is calculated using adjusted EBITDA as reported in prior periods for each quarter prior to Q2-2022 adjusted to exclude results of discontinued operations and for the effects of retrospective PPA adjustments.
6.6. RETURN ON CAPITAL EMPLOYED
The Company uses Return on Capital Employed (“ROCE”) as a measure of long-term operating performance to measure how effectively management utilises the capital it has been provided. The calculation of ROCE, expressed as a percentage, is adjusted EBIT (based on adjusted EBITDA as per table 18 adjusted to include adjusted EBITDA from discontinued operations) divided by the average of the opening and closing capital employed for the twelve months preceding the period end. Capital employed is the total assets less current liabilities.
Table 27: Return on Capital Employed
TRAILING TWELVE MONTHS | ||
($m unless otherwise stated) |
30 June
2022 |
30 June
2021 |
Adjusted EBITDA1 | 1,488.7 | 1,364.6 |
Depreciation and amortisation | (656.2) | (492.3) |
Adjusted EBIT (A) | 832.5 | 872.3 |
Opening capital employed (B) | 6,245.2 | 1,807.8 |
Total assets | 6,895.1 | 6,885.8 |
Current liabilities | (1,017.5) | (640.6) |
Closing capital employed (C) | 5,877.6 | 6,245.2 |
Average capital employed (D)=(B+C)/2 | 6,061.4 | 4,026.5 |
ROCE (A)/(D) | 14 % | 22 % |
1Adjusted EBITDA has been calculated to include the adjusted EBITDA from discontinued operations.
The decrease in the ROCE for the trailing twelve months (“LTM”) to 30 June 2022 reflects the impact of the increase in the average capital employed due to the acquisition of Teranga in Q1-2021, the higher depletion in the LTM depreciation and amortisation due to the increase in the size of the Group’s portfolio over that time as well as due to the impact of a reclassification of the Convertible Notes and the associated conversion option maturing in February 2023 from long-term debt to current liabilities.
7. QUARTERLY AND ANNUAL FINANCIAL AND OPERATING RESULTS
The following tables summarise the Company’s financial and operational information for the last eight quarters and three fiscal years.
Table 28: 2022 - 2021 Quarterly Key Performance Indicators1
FOR THE THREE MONTHS ENDED | ||||
($m except ounces sold and per share amounts) |
30 June
2022 |
31 March
2022 |
31 December 2021 | 30 September 2021 |
Gold ounces sold | 343,688 | 359,094 | 370,284 | 371,739 |
Revenue | 629.6 | 686.2 | 663.4 | 657.4 |
Operating cash flows generated from continuing operations | 253.2 | 299.4 | 344.7 | 309.3 |
Earnings from mine operations | 200.5 | 275.7 | 203.2 | 237.0 |
Net comprehensive earnings/(loss) | 204.5 | (20.4) | (109.4) | 136.4 |
Net comprehensive earnings/(loss) from discontinued operations | — | 14.8 | (17.0) | (4.5) |
Net earnings/(loss) from continuing operations attributable to shareholders | 189.4 | (56.7) | (86.8) | 121.8 |
Net earnings/(loss) from discontinued operations attributable to shareholders | — | 14.5 | (16.0) | (4.3) |
Basic earnings/(loss) per share from continuing operations | 0.76 | (0.23) | (0.35) | 0.49 |
Diluted earnings/(loss) per share from continuing operations | 0.76 | (0.23) | (0.35) | 0.49 |
Basic earnings/(loss) per share from all operations | 0.76 | (0.17) | (0.41) | 0.47 |
Diluted earnings/(loss) per share from all operations | 0.76 | (0.17) | (0.41) | 0.47 |
1Prior year figures for continuing operations have been restated to exclude results of discontinued operations of Karma and Agbaou, as applicable.
Table 29: 2021 - 2020 Quarterly Key Performance Indicators1
FOR THE THREE MONTHS ENDED | ||||
($m except ounces sold and per share amounts) | 30 June 2021 |
31 March
2021 |
31 December
2020 |
30 September
2020 |
Gold ounces sold | 395,146 | 341,122 | 273,763 | 212,968 |
Revenue | 709.1 | 601.0 | 510.7 | 399.0 |
Operating cash flows generated from continuing operations | 284.1 | 203.8 | 360.4 | 177.1 |
Earnings from mine operations | 266.5 | 190.9 | 245.0 | 125.8 |
Net comprehensive earnings | 150.9 | 98.0 | 29.3 | 70.2 |
Net comprehensive earnings/(loss) from discontinued operations | 2.9 | (10.1) | (123.5) | (5.1) |
Net earnings from continuing operations attributable to shareholders | 126.3 | 84.6 | 137.5 | 64.0 |
Net earnings/(loss) from discontinued operations attributable to shareholders | 2.4 | (11.5) | (115.3) | (2.6) |
Basic earnings per share from continuing operations | 0.50 | 0.41 | 0.84 | 0.39 |
Diluted earnings per share from continuing operations | 0.50 | 0.41 | 0.84 | 0.39 |
Basic earnings per share from all operations | 0.51 | 0.35 | 0.14 | 0.38 |
Diluted earnings per share from all operations | 0.51 | 0.35 | 0.14 | 0.38 |
1Prior year figures for continuing operations have been restated to exclude results of discontinued operations of Karma and Agbaou, as applicable.
Table 30: Annual Key Performance Indicators
FOR THE YEAR ENDED | |||
($m except ounces sold and per share amounts) |
31 December
2021 |
31 December 2020 | 31 December 2019 |
Gold ounces sold | 1,478,291 | 710,493 | 415,134 |
Revenue | 2,630.8 | 1,278.9 | 583.7 |
Operating cash flows from continuing operations | 1,142.0 | 677.8 | 146.7 |
Operating cash flows from discontinued operations | 24.1 | 71.2 | 155.2 |
Earnings from mine operations | 501.7 | 426.9 | 93.1 |
Net and comprehensive earnings/(loss) from continuing operations | 304.6 | 217.8 | (57.8) |
Net and comprehensive loss from discontinued operations | (28.8) | (105.5) | (83.3) |
Net earnings/(loss) from continuing operations attributable to shareholders | 245.0 | 174.7 | (74.4) |
Net earnings/(loss) attributable to shareholders | 215.5 | 73.1 | (163.7) |
Basic earnings/(loss) per share from continuing operations | 1.02 | 1.28 | (0.69) |
Diluted earnings/(loss) per share from continuing operations | 1.01 | 1.28 | (0.69) |
Basic earnings/(loss) per share | 0.90 | 0.53 | (1.49) |
Diluted earnings/(loss) per share | 0.89 | 0.53 | (1.49) |
Total assets | 6,770.9 | 3,881.7 | 1,872.8 |
Total long term liabilities (excluding deferred taxes) | 1,145.8 | 792.7 | 738.3 |
Total attributable shareholders' equity | 3,921.5 | 2,057.0 | 717.9 |
Adjusted net earnings per share | 2.57 | 3.29 | 0.33 |
1Prior year figures for continuing operations have been restated to exclude results of discontinued operations of Karma and Agbaou, as applicable.
8. PRINCIPAL RISKS AND UNCERTAINTIES
Readers of this Management Report should consider the information included in the Company’s consolidated financial statements and related notes for the three and six months ended 30 June 2022. The nature of the Company’s activities and the locations in which it works mean that the Company’s business generally is exposed to significant risk factors, many of which are beyond its control. The Company examines the various risks to which it is exposed and assesses any impact and likelihood of those risks. For discussion on all the risk factors that affect the Company’s business generally, please refer to the prospectus prepared as part of the admission to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange (the “Prospectus”), and the annual consolidated financial statements of the Group for the year ended 31 December 2021 (“annual report”), both which are available on its website, www.endeavourmining.com and the Company’s most recent Annual Information Form filed on SEDAR at www.sedar.com. The risks that affect the consolidated financial statements specifically, and the risks that are reasonably likely to affect them in the future which are incorporated by reference in this Management Report, are set out below.
Principal risks
Security risk
Our people, contractors and suppliers face the risk of terrorism, kidnapping, extortion and harm due to insecurity in some of the jurisdictions in which we operate. We face the risk of restricted access to operations and projects and theft of assets. The influence of terrorist organisations and other criminal elements and general lawlessness in some of the countries in which we operate make working in these areas particularly risky for us. The risk of terrorism could reduce our ability to carry out the exploration activities required to replace depleted resources and extend mine life, reduce our ability to resupply, or increase the cost of resupplying, our mines, and may impact the value of our assets.
Geopolitical risk
We operate and own assets in countries in Western Africa, some of which are categorised as developing, complex or having unstable political or social climates. As a result, we are exposed to a wide range of political, economic, regulatory, social and tax environments. Our operations may also be affected by political and economic instability, including terrorism, civil disturbance, crime, and social disruption. Political and economic conditions could change, with future governments adopting different laws or policies that may affect the cost of our operations or the manner in which we conduct them, as well as exchange rates and our ability to repatriate capital, procure key supplies internationally and export gold. Aggressive interpretation and enforcement of tax codes by local tax authorities has led to more tax audits and in some cases disputes with our host governments. Adverse actions by governments can also result in operational and or project delays or the loss of critical permits.
Geopolitical risk in the countries where we operate could affect our credit rating, which in turn could increase our cost of borrowing and free cash flow and result in lower levels of capital investment and production. The continued operation of our existing assets and future plans depend in part on our ability to secure and maintain key permits. The suspension or loss of key permits could have a material impact on our ability to execute our mine plans and shorten mine life.
Policies and laws in the countries in which we operate may change in a manner that may negatively affect the Group. Failure to be up-to-date with any changes in the government or changes in government policy could result in inability to respond and adapt to political and policy changes and social disruption. All of these factors could, therefore, affect the long-term viability of our business.
Commodity price risk
Our business is heavily dependent on the price of gold. Commodity prices can fluctuate significantly on a daily basis and are affected by numerous factors beyond our control including global supply and demand, the monetary policies employed by central banks, interest rates and investor sentiment. Any decline in our realised prices adversely impacts our revenues, net income and operating cash flows, thereby limiting shareholder returns. Falling gold prices may also trigger impairments, impact our credit rating and halt or delay the development of new projects.
Supply chain macroeconomic risk
Operations may be affected by the Group’s potential inability to source and receive critical materials and services. Supply chains are subject to a number of risks not wholly within the Group’s control, including: terrorism, political instability leading to the closing of borders, exchange rate fluctuation, inflation and changes in law (including increased environmental standards, international sanctions and local content requirements). Any disruption to supply chains could impact production, may require unplanned expenditure and could negatively impact cash flows. The Group is monitoring the impact of the current Russia-Ukraine conflict on global supply chains and the effect on energy and commodity prices.
Community relations risk
We are cognisant that our activities have both a positive and a negative impact on the local communities in which we work and on society as a whole. A perception that we are not respecting human rights or generating local sustainable benefits could have a negative impact on our “social licence to operate” and our ability to secure new resources and result in production disruptions and an increase in operating costs. The consequences of adverse community relations or allegations of human rights incidents could also adversely affect the cost, profitability, ability to finance or even the viability of an operation, as well as the safety and security of our workforce and assets. Local events could escalate to disputes with regional or national governments, as well as with other stakeholders, and potentially result in reputational damage and social instability that may affect the perceived and real value of our assets.
Operational performance risk
The Group’s projects and existing operations may fail to achieve or maintain planned production levels. Operations are subject to a number of risks not wholly within the Group’s control, including: pandemic, extreme weather or other natural phenomena; geological and technological challenges; loss or interruption to key supplies such as electricity and water; damage to or failure of equipment and infrastructure; information technology and cybersecurity risks; and the availability of vital services.
Capital projects risk
The pursuit of advanced project development opportunities is essential to meeting our strategic goals. However, projects may fail to achieve desired economic returns due to: an inability to recover mineral resources; a design or construction inadequacy; a failure to achieve expected operating parameters; capital or operating costs being higher than expected. Failure to manage new projects effectively or a lack of available financing may prevent or delay the completion of projects.
Talent risk
The expertise and skills of our people are key to our success. Failure to select, recruit, retain and engage the people we need could have an impact on our operations or the successful implementation of growth projects, potentially increasing the cost of recruiting adequate people.
Cybersecurity risk
Companies are becoming more vulnerable to cyber threats due to the increasing reliance on computers, networks, programs, digital technology, social media and data globally. A data breach, cyber-attack or failure of Endeavour’s IT system could have a negative impact on the business and cause reputational damage and financial and legal exposure for the Group.
Although Endeavour invests heavily to monitor, maintain, and regularly upgrade its systems, there remains a risk that we may be unable to prevent, detect, and respond to cyber-attacks in a timely manner.
Environmental risk
Mining operations are inherently hazardous with the potential to cause environmental damage, illness or injury and disruption to communities. Major hazards include process safety, surface mining and tailings storage. The Group is subject to environmental compliance obligations which are continually developing. Failure to comply could lead to reputational damage, the imposition of financial penalties and the suspension of operating licences. As environmental practices continue to face further scrutiny, this could affect the Group’s operations or access to capital.
Regulatory compliance risk
The Group is exposed to various legal and regulatory requirements across all its jurisdictions. Legislation may be subject to change, whilst uncertainty of interpretation, application and enforcement may result in failure to comply with legal requirements. Non-compliance with legislation could result in regulatory challenges, fines, litigation and, ultimately, the loss of operating licences.
As the Group has assets in Western Africa and operates in international markets, we are particularly exposed to the risks of fraud, corruption, sanctions breaches and other unlawful activities both internally and externally.
The Group may also be the subject of legal claims brought by private parties. Any successful claims brought against the Group could result in material damages being awarded against the Group.
Other risks
The Company’s activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks, including equity price risk. The Company examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. Credit risk arises from cash, restricted cash, marketable securities, trade and other receivables, long-term receivable and other assets.
The Company manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Company deems the credit risk on its cash to be low.
The Company closely monitors its financial assets and does not have any significant concentration of credit risk other than receivable balances owed from the governments in the countries the Company operates in. The Company monitors the amounts outstanding from its third parties regularly and does not believe that there is a significant level of credit risk associated with these receivables given the current nature of the amounts outstanding and the on-going customer/supplier relationships with those companies.
The Corporation sells its gold to large international organisations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at 30 June 2022 is considered to be negligible. The Company does not rely on ratings issued by credit rating agencies in evaluating counterparties’ related credit risk.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash, physical gold or another financial asset. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements. The Company ensures that it has sufficient cash and cash equivalents and loan facilities available to meet its short term obligations.
Currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. There has been no change in the Company’s objectives and policies for managing this risk during the period ended 30 June 2022.
The Company has not hedged its exposure to foreign currency exchange risk.
Interest rate risk
Interest rate risk is the risk that future cash flows from, or the fair values of, the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk primarily on its long-term debt. Since marketable securities and government treasury securities held as loans are short term in nature and are usually held to maturity, there is minimal fair value sensitivity to changes in interest rates. The Company continually monitors its exposure to interest rates and is comfortable with its exposure given the relatively low short-term US interest rates and Secured Overnight Financing Rate (“SOFR”).
9. CONTROLS AND PROCEDURES
9.1. DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported on a timely basis to senior management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). Additionally, these controls and procedures provide reasonable assurance that information required to be disclosed in the Company’s annual and interim filings (as such terms are defined under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) and other reports filed or submitted under Canadian securities law is recorded, processed, summarised and reported within the time periods specified by those laws, and that material information is accumulated and communicated to management including the CEO and CFO as appropriate to allow timely decisions regarding required disclosure.
Management evaluated the design and operating effectiveness of the Company’s disclosure controls and procedures as required by Canadian Securities Law. Based on that evaluation, the CEO and CFO concluded that as of 31 December 2021, the disclosure controls and procedures were effective.
9.2. INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Company’s management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal controls over financial reporting. Under the supervision of the CFO, the Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
There have been no material changes in the Company’s internal controls over financial reporting since the year ended 31 December 2021 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.
9.3. LIMITATIONS OF CONTROLS AND PROCEDURES
The Company’s management, including the CEO and CFO believe that any disclosure controls and procedures or internal control over financial reporting, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the actions of one individual, by collusion of two or more people, or by unauthorised override of the control. Accordingly, because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
10. DIRECTORS’ RESPONSIBILITY STATEMENT
The directors of Endeavour Mining plc confirm that to the best of their knowledge:
The Directors of Endeavour Mining plc are listed on the Company’s website at www.endeavourmining.com
By order of the Board
/s/ Sebastien de Montessus
Chief Executive Officer
Sebastien de Montessus
2 August 2022
INDEPENDENT REVIEW REPORT TO THE MEMBERS OF ENDEAVOUR MINING PLC
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the three and six months ended 30 June 2022 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.
We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the three and six months ended 30 June 2022 which comprises the condensed interim consolidated statement of comprehensive earnings, the condensed interim consolidated statement of cash flows, the condensed interim consolidated statement of financial position, the condensed interim consolidated statement of changes in equity and the related explanatory notes that have been reviewed.
Separate conclusion in relation to International Accounting Standard 34, “Interim Financial Reporting” as issued by the IASB.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the three and six months ended 30 June 2022 is not prepared, in all material respects, in accordance with International Accounting Standard 34, “Interim Financial Reporting” as issued by the IASB.
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” (“ISRE (UK) 2410”). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2 to the condensed set of financial statements in the interim financial report, the annual financial statements of the group are prepared in accordance with UK adopted international accounting standards. The condensed set of financial statements included in the interim financial report has been prepared in accordance with UK adopted International Accounting Standard 34, “Interim Financial Reporting".
As explained in note 2 to the condensed set of financial statements included in the interim financial report, the group, in addition to preparing condensed interim consolidated financial statements in accordance with UK adopted International Accounting Standard 34, “Interim Financial Reporting”, has also applied International Accounting Standard 34, “Interim Financial Reporting” as issued by the IASB.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions may cause the group to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority.
In preparing the interim financial report, the directors are responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the review of the financial information
In reviewing the interim report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the interim financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
London, UK
2 August 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Note |
30 June
2022 |
30 June 2021 |
30 June
2022 |
30 June 2021 |
|
Revenues | |||||
Revenue | 17 | 629.6 | 709.1 | 1,315.8 | 1,310.1 |
Cost of sales | |||||
Operating expenses | (251.2) | (257.7) | (468.7) | (510.1) | |
Depreciation and depletion | (139.8) | (144.9) | (291.8) | (261.5) | |
Royalties | (38.1) | (40.0) | (79.1) | (81.1) | |
Earnings from mine operations | 200.5 | 266.5 | 476.2 | 457.4 | |
Corporate costs | 3 | (6.8) | (15.9) | (20.8) | (30.2) |
Acquisition and restructuring costs | 4 | (1.3) | (14.5) | (1.5) | (26.7) |
Share-based compensation | 5 | (3.1) | (9.8) | (10.8) | (17.8) |
Other expense | (10.6) | (7.7) | (12.6) | (11.0) | |
Exploration costs | (8.0) | (5.9) | (15.1) | (15.7) | |
Earnings from operations | 170.7 | 212.7 | 415.4 | 356.0 | |
Other income/(expense) | |||||
Gain/(loss) on financial instruments | 6 | 106.8 | (13.3) | (72.0) | 28.9 |
Finance costs, net | 7 | (16.5) | (13.6) | (31.7) | (25.8) |
Earnings before taxes | 261.0 | 185.8 | 311.7 | 359.1 | |
Current income tax expense | 16 | (64.7) | (44.4) | (139.4) | (116.3) |
Deferred income tax recovery/(expense) | 16 | 8.2 | 6.6 | (3.0) | 13.4 |
Net comprehensive earnings from continuing operations | 204.5 | 148.0 | 169.3 | 256.2 | |
Net comprehensive earnings/(loss) from discontinued operations | 4 | — | 2.9 | 14.8 | (7.3) |
Net comprehensive earnings | 204.5 | 150.9 | 184.1 | 248.9 | |
Net earnings from continuing operations attributable to: | |||||
Shareholders of Endeavour Mining plc | 189.4 | 125.8 | 132.7 | 209.8 | |
Non-controlling interests | 14 | 15.1 | 22.2 | 36.6 | 46.4 |
204.5 | 148.0 | 169.3 | 256.2 | ||
Total net earnings attributable to: | |||||
Shareholders of Endeavour Mining plc | 189.4 | 128.2 | 147.2 | 200.6 | |
Non-controlling interests | 14 | 15.1 | 22.7 | 36.9 | 48.3 |
204.5 | 150.9 | 184.1 | 248.9 | ||
Earnings per share from continuing operations | |||||
Basic earnings per share | 5 | 0.76 | 0.50 | 0.53 | 0.91 |
Diluted earnings per share | 5 | 0.76 | 0.50 | 0.53 | 0.91 |
Earnings per share | |||||
Basic earnings per share | 5 | 0.76 | 0.51 | 0.59 | 0.87 |
Diluted earnings per share | 5 | 0.76 | 0.51 | 0.59 | 0.87 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Note |
30 June
2022 |
30 June 2021 |
30 June
2022 |
30 June 2021 |
|
Operating activities | |||||
Earnings before taxes | 261.0 | 185.8 | 311.7 | 359.1 | |
Non-cash items | 15 | 52.9 | 184.0 | 406.6 | 278.6 |
Cash received/(paid) on settlement of DSUs, PSUs and options | 5 | 1.4 | 1.9 | 2.4 | (12.0) |
Cash received/(paid) on settlement of financial instruments | 6 | 1.4 | 2.8 | (5.6) | 2.8 |
Income taxes paid | (64.2) | (104.7) | (92.9) | (128.3) | |
Foreign exchange (loss)/gain | — | (0.8) | (0.1) | 2.1 | |
Operating cash flows before changes in working capital | 252.5 | 269.0 | 622.1 | 502.3 | |
Changes in working capital | 15 | 0.7 | 15.1 | (69.5) | (14.3) |
Operating cash flows generated from continuing operations | 253.2 | 284.1 | 552.6 | 488.0 | |
Operating cash flows generated from discontinued operations | 4 | — | 16.4 | 4.9 | 10.3 |
Cash generated from operating activities | 253.2 | 300.5 | 557.5 | 498.3 | |
Investing activities | |||||
Expenditures on mining interests | (140.3) | (141.6) | (225.5) | (254.3) | |
Cash acquired on acquisition of subsidiaries | 4 | — | — | — | 27.0 |
Changes in other assets | (4.3) | 6.9 | (7.9) | (6.7) | |
Proceeds from sale of subsidiaries net of cash disposed | 4 | — | — | (4.5) | (4.7) |
Investing cash flows used by continuing operations | (144.6) | (134.7) | (237.9) | (238.7) | |
Investing cash flows used by discontinued operations | 4 | — | (2.6) | (0.5) | (3.8) |
Cash used in investing activities | (144.6) | (137.3) | (238.4) | (242.5) | |
Financing activities | |||||
Proceeds received from the issue of common shares | 5 | — | — | — | 200.0 |
Acquisition of shares in share buyback | 5 | (6.7) | (59.5) | (37.8) | (59.5) |
Payments from the settlement of shares | 13 | — | — | (13.4) | — |
Cash settlement of warrants | 13 | — | — | 13.9 | — |
Dividends paid to shareholders | 5 | — | — | (69.3) | (60.0) |
Proceeds of long-term debt | 7 | — | — | 50.0 | 490.0 |
Repayment of long-term debt | 7 | — | (120.0) | — | (563.0) |
Payment of financing fees and other | (14.0) | (4.2) | (20.1) | (20.6) | |
Repayment of lease liabilities | (5.2) | (7.4) | (9.5) | (17.8) | |
Settlement of gold offtake liability | 4 | — | — | — | (49.7) |
Financing cash flows used by continuing operations | (25.9) | (191.1) | (86.2) | (80.6) | |
Financing cash flows (used by)/generated from discontinued operations | 4 | — | (0.6) | 10.2 | (46.4) |
Cash used in financing activities | (25.9) | (191.7) | (76.0) | (127.0) | |
Effect of exchange rate changes on cash | (32.5) | (6.7) | (52.5) | (10.5) | |
Increase/(decrease) in cash and cash equivalents | 50.2 | (35.2) | 190.6 | 118.3 | |
Cash and cash equivalents, beginning of year1 | 1,046.6 | 868.2 | 906.2 | 714.7 | |
Cash and cash equivalents, end of period | 1,096.8 | 833.0 | 1,096.8 | 833.0 |
1Cash and cash equivalents at the beginning of the 2021 year includes cash included as assets held for sale of $69.7 million.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Note |
As at
30 June
2022 |
As at 31 December 2021 |
|
ASSETS | |||
Current | |||
Cash and cash equivalents | 1,096.8 | 906.2 | |
Trade and other receivables | 8 | 109.5 | 104.8 |
Inventories | 9 | 322.7 | 311.3 |
Current portion of other financial assets | 11 | 12.4 | 8.6 |
Prepaid expenses and other | 37.4 | 35.1 | |
1,578.8 | 1,366.0 | ||
Non-current | |||
Mining interests | 10 | 4,882.3 | 4,980.2 |
Goodwill | 134.4 | 134.4 | |
Deferred tax assets | — | 10.0 | |
Other financial assets | 11 | 90.1 | 95.0 |
Inventories | 9 | 209.5 | 185.3 |
Total assets | 6,895.1 | 6,770.9 | |
LIABILITIES | |||
Current | |||
Trade and other payables | 12 | 361.4 | 351.0 |
Lease liabilities | 18.8 | 14.4 | |
Current portion long-term debt | 7 | 347.8 | — |
Other financial liabilities | 13 | 84.9 | 32.4 |
Income taxes payable | 204.6 | 169.3 | |
1,017.5 | 567.1 | ||
Non-current | |||
Lease liabilities | 30.8 | 36.7 | |
Long-term debt | 7 | 537.3 | 841.9 |
Other financial liabilities | 13 | 21.5 | 104.3 |
Environmental rehabilitation provision | 147.2 | 162.9 | |
Deferred tax liabilities | 675.3 | 672.3 | |
Total liabilities | 2,429.6 | 2,385.2 | |
EQUITY | |||
Share capital | 5 | 2.5 | 2.5 |
Share premium | 21.9 | 4.5 | |
Other reserves | 5 | 582.2 | 584.0 |
Retained earnings | 3,400.0 | 3,330.5 | |
Equity attributable to shareholders of the Corporation | 4,006.6 | 3,921.5 | |
Non-controlling interests | 14 | 458.9 | 464.2 |
Total equity | 4,465.5 | 4,385.7 | |
Total equity and liabilities | 6,895.1 | 6,770.9 | |
Registered No. 13280545 |
COMMITMENTS AND CONTINGENCIES (NOTE 19)
SUBSEQUENT EVENTS (NOTE 20)
Approved by the Board: 2 August 2022 | ||
"Sébastien de Montessus" Director | "Alison Baker" Director | |
The accompanying notes are an integral part of these condensed interim consolidated financial statements. |
SHARE CAPITAL | ||||||||
Note | Share Capital1 | Share Premium Reserve | Other Reserves (Note 5) |
(Deficit)/Retained Earnings | Total Attributable to Shareholders | Non-Controlling Interests | Total | |
At 1 January 2021 | 16.3 | 3,027.4 | 70.4 | (1,056.2) | 2,058.0 | 190.9 | 2,248.9 | |
Consideration on the acquisition of Teranga | 4 | 7.9 | 1,670.4 | 30.4 | — | 1,708.7 | 245.9 | 1,954.6 |
Shares issued on private placement | 5 | 0.9 | 199.1 | — | — | 200.0 | — | 200.0 |
Purchase and cancellation of own shares | 14 | (0.2) | — | 0.2 | (76.3) | (76.3) | — | (76.3) |
Shares issued on exercise of options and PSUs | 0.2 | 27.9 | (21.6) | — | 6.5 | — | 6.5 | |
Share-based compensation | 5 | — | — | 19.0 | — | 19.0 | — | 19.0 |
Dividends paid | 5 | — | — | — | (60.0) | (60.0) | — | (60.0) |
Dividends to non-controlling interests | 14 | — | — | — | — | — | (29.9) | (29.9) |
Disposal of the Agbaou mine | 4 | — | — | — | — | — | (3.0) | (3.0) |
Reorganisation | 1, 5 | (22.5) | (4,924.2) | 4,946.7 | — | — | — | — |
Reclassification of PSUs to liabilities | 13 | — | — | (14.4) | — | (14.4) | — | (14.4) |
Total net and comprehensive earnings | — | — | — | 200.6 | 200.6 | 48.3 | 248.9 | |
At 30 June 2021 | 2.6 | 0.6 | 5,030.7 | (991.9) | 4,042.1 | 452.2 | 4,494.3 | |
At 1 January 2022 | 2.5 | 4.5 | 584.0 | 3,330.5 | 3,921.5 | 464.2 | 4,385.7 | |
Purchase and cancellation of own shares1 | 5 | — | — | — | (40.9) | (40.9) | — | (40.9) |
Shares issued on exercise of options, warrants and PSUs1 | — | 17.4 | (6.6) | 32.5 | 43.3 | — | 43.3 | |
Share-based compensation | 5 | — | — | 4.8 | — | 4.8 | — | 4.8 |
Dividends paid | 5 | — | — | — | (69.3) | (69.3) | — | (69.3) |
Dividends to non-controlling interests | 14 | — | — | — | — | — | (32.9) | (32.9) |
Disposal of the Karma mine | 4 | — | — | — | — | — | (9.3) | (9.3) |
Total net and comprehensive earnings | — | — | — | 147.2 | 147.2 | 36.9 | 184.1 | |
At 30 June 2022 | 2.5 | 21.9 | 582.2 | 3,400.0 | 4,006.6 | 458.9 | 4,465.5 |
1Changes to share capital occurred however is presented as zero due to the nominal amount of the change and due to all USD amounts rounded to millions.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
1 DESCRIPTION OF BUSINESS AND NATURE OF OPERATION
Endeavour Mining plc (the "Company"), together with its subsidiaries (collectively, "Endeavour" or the "Group"), is a publicly listed gold mining company that operates six mines in West Africa in addition to having project development and exploration assets. Endeavour is focused on effectively managing its existing assets to maximise cash flows as well as pursuing organic and strategic growth opportunities that benefit from its management and operational expertise.
Endeavour’s corporate office is in London, England, and its shares are listed on the London Stock Exchange ("LSE") (symbol EDV), and on the Toronto Stock Exchange (“TSX”) (symbol EDV) and quoted in the United States on the OTCQX International (symbol EDVMF). The Company is incorporated in the United Kingdom and its registered office is located at 5 Young Street, London, United Kingdom, W8 5EH.
Prior to its listing on the London Stock Exchange on 14 June 2021, Endeavour Mining Corporation ("EMC") was the parent company of the Group for which consolidated financial statements were produced. On 11 June 2021, the shareholders of EMC transferred all of their shares in EMC to Endeavour Mining plc in exchange for ordinary shares of equal value in Endeavour Mining plc (the "Reorganisation"). This resulted in Endeavour Mining plc, which was incorporated on 21 March 2021, becoming the new parent company for the Group. As a result of the Reorganisation, there was no change in the legal ownership of any of the assets of EMC or Endeavour Mining plc, nor any change in the ownership of existing shares or securities of EMC or Endeavour Mining plc. The financial information as at 30 June 2022 and for the three and six months ended 30 June 2022 (and comparative information) is presented as a continuation of EMC.
2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
a. STATEMENT OF COMPLIANCE
These condensed interim consolidated financial statements ("interim financial statements") have been prepared in accordance with UK adopted International Accounting Standard (“IAS”) 34, Interim Financial Reporting. In addition to preparing interim financial statements in accordance with UK adopted International Accounting Standard 34, “Interim Financial Reporting”, the Company has also applied International Accounting Standard 34, “Interim Financial Reporting” as issued by the IASB. These interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and UK adopted international accounting standards, and do not include all of the information required for full annual financial statements prepared using IFRS, and are also in accordance with the requirements of the Disclosure Guidance and Transparency Rules ("DTR") in the United Kingdom as applicable to interim financial reporting. These interim financial statements represent a ‘condensed set of financial statements’ as referred to in the DTR. The annual consolidated financial statements of the Group for the year ended 31 December 2021 ("annual financial statements") were prepared in accordance with UK adopted international accounting standards and International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).
These interim financial statements for the three and six months ended 30 June 2022 were authorised for issue in accordance with a resolution of the Board on 2 August 2022. The interim financial statements are unaudited and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. These interim financial statements should be read in conjunction with the annual financial statements of the Company for the year ended 31 December 2021, which include information necessary or useful to understanding the Company’s operations, financial performance, and financial statement presentation. In particular, the Company’s significant accounting policies were presented as note 2 to the annual financial statements and have been consistently applied in the preparation of these interim financial statements.
The comparative financial information for the year ended 31 December 2021 in this interim report does not constitute statutory accounts for that year. The statutory accounts for 31 December 2021 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
None of the new standards or amendments to standards and interpretations applicable during the period has had a material impact on the financial position or performance of the Group. The Group has not early adopted any standard, interpretation or amendment that was issued but is not yet effective.
b. BASIS OF PREPARATION
These interim financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value at the end of each reporting period. The Company’s accounting policies have been applied consistently to all periods in the preparation of these interim financial statements. In preparing the Company's interim financial statements for the three and six months ended 30 June 2022, the Company applied the critical judgments and estimates as disclosed in note 3 of its annual financial statements for the year ended 31 December 2021.
These interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, which is defined as having the power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation.
The Company's subsidiaries at 30 June 2022 are consistent with the subsidiaries as at 31 December 2021 as disclosed in note 22 to the annual financial statements except for the disposal of the Karma mine in the first quarter of the year. The Company's material subsidiaries at 30 June 2022 are as follows:
Entity |
Principal activity |
Place of incorporation and operation |
Proportion of ownership interest and voting power held | |
31 March
2022 |
31 December 2021 | |||
Houndé Gold Operations S.A. | Gold Operations | Burkina Faso | 90 % | 90 % |
Semafo Boungou S.A. | Gold Operations | Burkina Faso | 90 % | 90 % |
Semafo Burkina Faso S.A. | Gold Operations | Burkina Faso | 90 % | 90 % |
Wahgnion Gold Operations SA | Gold Operations | Burkina Faso | 90 % | 90 % |
Société des Mines d'Ity S.A. | Gold Operations | Côte d'Ivoire | 85 % | 85 % |
La Mancha Côte d'Ivoire SàRL | Exploration | Côte d'Ivoire | 100 % | 100 % |
Sabodala Gold Operations SA | Gold Operations | Senegal | 90 % | 90 % |
c. GOING CONCERN
The Board of Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern until at least September 2023. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts.
At 30 June 2022, the Group’s net cash position was $216.8 million, calculated as the difference between the current and non-current portion of long-term debt with a principal outstanding of $880.0 million and cash of $1,096.8 million. At 30 June 2022, the Group had undrawn credit facilities of $450.0 million. The Group had current assets of $1,578.8 million and current liabilities of $1,017.5 million representing a total working capital balance (current assets less current liabilities) of $561.3 million as at 30 June 2022 which includes the convertible senior notes due in February 2023. Cash flows from operating activities for the three and six months ended 30 June 2022 were inflows of $253.2 million and $557.5 million respectively.
Based on a detailed cash flow forecast prepared by management, in which it included any reasonable possible change in the key assumptions on which the cash flow forecast is based, the Board of Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence until at least September 2023 and that at this point in time there are no material uncertainties regarding going concern. Key assumptions underpinning this forecast include consensus analyst gold prices and production volumes in line with annual guidance.
The Board of Directors is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the interim financial statements as at and for the period ended 30 June 2022.
3 CORPORATE COSTS
The following table summarises the significant components of corporate costs:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June
2022 |
30 June 2021 |
30 June
2022 |
30 June 2021 |
|
London Stock Exchange listing expenses | — | 5.4 | — | 8.2 |
Employee compensation | 3.2 | 4.5 | 9.4 | 11.4 |
Professional services | 1.8 | 3.1 | 5.1 | 5.1 |
Other corporate expenses | 1.8 | 2.9 | 6.3 | 5.5 |
Total corporate costs | 6.8 | 15.9 | 20.8 | 30.2 |
4 ACQUISITIONS AND DIVESTITURES
In the three and six months ended 30 June 2022, the Group incurred $1.3 million and $1.5 million respectively (for the three and six months ended 30 June 2021 - $14.5 million and $26.7 million respectively) of acquisition and restructuring related costs relating to advisory, legal, valuation and other professional fees, primarily with respect to the disposal of discontinued operations and in the prior period related to the acquisition of Teranga Gold Corporation ("Teranga"). These costs are expensed as acquisition and restructuring costs within the condensed interim consolidated statement of comprehensive earnings.
a. ACQUISITION OF TERANGA
On 10 February 2021, the Group completed the acquisition of Teranga. Teranga was a Canadian-based gold mining company listed on the TSX and in the United States on the OTCQX market with two operating mines in West Africa: the Sabodala-Massawa Gold Complex ("Sabodala-Massawa") in Senegal and the Wahgnion Gold Mine ("Wahgnion") in Burkina Faso. In addition, Teranga had a number of early to advanced stage exploration properties in Burkina Faso, Côte d'Ivoire and Senegal. The acquisition of Teranga supports the Group's growth strategy and enhances the Group's production profile.
As disclosed in note 5 of the annual financial statements, in the fourth quarter of 2021, the Company finalised the fair values of the assets acquired and liabilities assumed in the acquisition, with adjustments to the valuation of mining interests and liabilities with respect to certain income tax positions. The impact of these adjustments to the allocation of the purchase consideration has been recognised retrospectively and comparative information has been restated as follows:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||
30 June 2021 |
30 June 2021 |
|||||
As reported | Retrospective change | Revised | As reported | Retrospective change | Revised | |
Operating expenses | (254.9) | (2.8) | (257.7) | (484.8) | (25.3) | (510.1) |
Depreciation and depletion | (145.3) | 0.4 | (144.9) | (262.6) | 1.1 | (261.5) |
Impact on earnings from mine operations | (400.2) | (2.4) | (402.6) | (747.4) | (24.2) | (771.6) |
b. DIVESTITURE OF KARMA
On 10 March 2022, the Group completed the sale of its 90% interest in the Karma mine cash-generating unit ("CGU") to Néré Mining SA ("Néré"). The consideration upon sale of the Karma mine included (i) a deferred cash payment of $5.0 million to be paid six months after closing of the transaction; (ii) a contingent payment of up to $10.0 million payable twelve months after closing, based on a sliding scale, linked to the average gold price; and (iii) a 2.5% net smelter royalty ("NSR") on all ounces produced by the Karma mine in excess of 160koz of recovered gold from 1 January 2022.
The fair value of the various aspects of the consideration at the closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
The results of operations have been restated for the comparative periods to reclassify the earnings/(loss) relating to Karma as earnings/(loss) from discontinued operations.
At 30 June 2022, the fair value of the deferred cash payment, contingent consideration and NSR were unchanged.
The Group recognised a gain on disposal of $17.8 million, net of tax, calculated as follows:
At 28 Feb 2022 | |
Deferred cash payment | 5.0 |
Contingent consideration | 5.0 |
Net smelter royalty | 10.0 |
Total proceeds | 20.0 |
Cash and cash equivalents | 4.5 |
Restricted cash | 3.7 |
Trade and other receivables | 6.2 |
Prepaid expenses and other | 1.1 |
Inventories | 22.8 |
Mining interests | 19.4 |
Other long term assets | 10.3 |
Total assets | 68.0 |
Trade and other payables | (27.2) |
Other liabilities | (29.3) |
Total liabilities | (56.5) |
Net assets | 11.5 |
Non-controlling interests | (9.3) |
Net assets attributable to Endeavour | 2.2 |
Gain on disposition | 17.8 |
The earnings and loss for the CGU was as follows:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June
2022 |
30 June 2021 |
30 June
20221 |
30 June 2021 |
|
Revenue | — | 44.3 | 17.2 | 79.1 |
Operating costs | — | (23.3) | (13.7) | (46.3) |
Depreciation and depletion | — | (13.1) | (4.8) | (27.6) |
Royalties | — | (3.9) | (1.7) | (7.2) |
Other expense | — | (1.0) | — | (1.3) |
Gain on disposition | — | — | 17.8 | — |
Earnings/(loss) before taxes | — | 3.0 | 14.8 | (3.3) |
Deferred and current income tax expense | — | (0.1) | — | (0.3) |
Net comprehensive earnings/(loss) from discontinued operations | — | 2.9 | 14.8 | (3.6) |
Attributable to: | ||||
Shareholders of Endeavour Mining Corporation | — | 2.4 | 14.5 | (4.0) |
Non-controlling interest | — | 0.5 | 0.3 | 0.4 |
Total comprehensive earnings/(loss) from discontinued operations | — | 2.9 | 14.8 | (3.6) |
Net earnings/(loss) per share from discontinued operations | ||||
Basic | — | 0.01 | 0.06 | (0.02) |
Diluted | — | 0.01 | 0.06 | (0.02) |
1Up to the disposal date of 10 March 2022.
c. DIVESTITURE OF THE AGBAOU CGU
On 1 March 2021, the Group completed the sale of its 85% interest in the Agbaou mine CGU to Allied Gold Corp Limited ("Allied"). The consideration upon sale of the Agbaou mine included (i) a cash payment of $16.4 million (net of working capital adjustments of $3.6 million upon closing), of which $10.5 was received in the year ended 31 December 2021 (note 11); (ii) $40.0 million in Allied shares of which Endeavour has the option to sell the shares back to Allied at the issue price which expires on 31 December 2022 or earlier if Allied conducts an IPO before then; (iii) contingent consideration of up to $20.0 million comprised of $5.0 million payments for each quarter in 2021 where the average gold price exceeds $1,900 per ounce; and (iv) a NSR on ounces produced in excess of the Agbaou reserves estimated as at 31 December 2019. The NSR royalty is based on a sliding scale, linked to the average spot gold price as follows: 2.5% if the gold price is at least $1,400 per ounce, 2% if the gold price is at least $1,200 per ounce and less than $1,400 per ounce, 1% if the gold price is at least $1,000 per ounce and less than $1,200 per ounce, and 0% if the gold price is below $1,000 per ounce.
The fair value of the various aspects of the consideration at the closing date were as follows (all of which, except for the cash, are classified as Level 3 fair value measurements):
The fair value of the various aspects of the consideration at 30 June 2022 is included in note 8 and note 11.
The Group recognised a loss on disposal of $13.6 million, net of tax, in the period ended 31 March 2021.
The earnings and loss for the CGU was as follows:
SIX MONTHS ENDED | |
30 June 2021 |
|
Revenue | 25.4 |
Operating costs | (14.2) |
Royalties | (1.4) |
Other income | 0.1 |
Loss on disposition | (13.6) |
Loss before taxes | (3.7) |
Deferred and current income tax expense | — |
Net comprehensive loss from discontinued operations | (3.7) |
Attributable to: | |
Shareholders of Endeavour Mining Corporation | (5.2) |
Non-controlling interest | 1.5 |
Total comprehensive loss from discontinued operations | (3.7) |
Net loss per share from discontinued operations | |
Basic | (0.02) |
Diluted | (0.02) |
5 SHARE CAPITAL
SHARE CAPITAL
2022 | 2021 | |||
Number | Amount | Number | Amount | |
Ordinary share capital | ||||
Opening balance | 248.0 | 2.5 | 163.0 | 16.3 |
Consideration on the acquisition of Teranga | — | — | 78.8 | 7.9 |
Shares issued on private placement | — | — | 8.9 | 0.9 |
Shares issued on exercise of options, warrants and PSUs | 2.6 | — | 2.1 | 0.2 |
Purchase and cancellation of own shares | (2.2) | — | (2.2) | (0.2) |
Reorganisation | — | — | — | (22.5) |
Balance as at 30 June | 248.4 | 2.5 | 250.6 | 2.6 |
a. ISSUED SHARE CAPITAL AS AT 30 JUNE 2022
248.4 million ordinary voting shares of $0.01 par value
b. SHARE-BASED COMPENSATION
The following table summarises the share-based compensation expense:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June
2022 |
30 June 2021 |
30 June
2022 |
30 June 2021 |
|
Charges and change in fair value of DSUs | (0.5) | 0.5 | 0.3 | 0.4 |
Charges and change in fair value of PSUs | 3.6 | 9.3 | 10.5 | 17.4 |
Total share-based compensation | 3.1 | 9.8 | 10.8 | 17.8 |
c. OPTIONS
Options outstanding |
Weighted average exercise price (GBP) |
|
Added upon acquisition of Teranga | 3,517,187 | 9.26 |
Exercised | (1,265,907) | 5.88 |
Expired | (678,170) | 18.00 |
At 31 December 2021 | 1,573,110 | 8.78 |
Exercised | (409,707) | 6.50 |
Expired | (19,270) | 18.94 |
At 30 June 2022 | 1,144,133 | 9.43 |
Upon acquisition of Teranga, all outstanding Teranga stock options, whether previously vested or unvested, became fully vested and were exchanged for replacement options to purchase common shares of Endeavour at a ratio of 0.47 Endeavour share options for each Teranga share option at an adjusted exercise price, with an expiry date of the earlier of (i) the original expiry date of each Teranga stock option, and (ii) the second year anniversary of the closing date of the acquisition transaction. The fair values at the acquisition date were calculated using the Black-Scholes valuation model using a volatility of 42.64% - 60.05%, a dividend yield of 2.6% and a risk free rate of 0.1%. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time up to the date of their expiry.
As at 30 June 2022, the weighted average remaining contractual term of outstanding stock options exercisable was 0.58 years. The share options are exercisable at prices ranging from C$6.60 to C$31.92.
d. SHARE UNIT PLANS
A summary of the changes in share unit plans is presented below:
DSUs outstanding |
Weighted average grant price (GBP) |
PSUs outstanding |
Weighted average grant price (GBP) |
|
At 31 December 2020 | 125,161 | 8.18 | 3,213,805 | 11.78 |
Granted | 44,175 | 15.69 | 1,644,735 | 16.36 |
Exercised | (1,858) | 17.85 | (1,552,719) | 12.78 |
Forfeited | (689) | 14.83 | (70,759) | 12.88 |
Reinvested | 3,923 | 10.80 | 120,793 | 12.79 |
Added by performance factor | — | — | 292,922 | 13.51 |
At 31 December 2021 | 170,711 | 10.05 | 3,648,777 | 13.57 |
Granted | 15,030 | 18.23 | 1,312,081 | 15.85 |
Exercised | — | — | (1,141,346) | 10.73 |
Forfeited | — | — | (47,577) | 12.23 |
Added by performance factor | 1,890 | 19.57 | 114,608 | 10.73 |
At 30 June 2022 | 187,631 | 10.80 | 3,886,543 | 15.11 |
e. DEFERRED SHARE UNITS
The Group established a deferred share unit plan (“DSU”) for the purposes of strengthening the alignment of interests between Non-Executive Directors of the Company and shareholders by linking a portion of the annual Director compensation to the future value of the Company’s common shares. Upon establishing the DSU plan for Non-Executive Directors, the Company no longer grants options to Non-Executive Directors.
The DSU plan allows each Non-Executive Director to choose to receive, in the form of DSUs, all or a percentage of their Director’s fees, which would otherwise be payable in cash. Compensation for serving on committees must be paid in the form of DSUs. The plan also provides for discretionary grants of additional DSUs by the Board. Each DSU vests upon award but is distributed only when the Director has ceased to be a member of the Board. Vested units are settled in cash based on the common share price at the date of settlement.
The fair value of the DSUs is determined based on multiplying the five day volume weighted average share price of the Company by the number of DSUs at the end of the reporting period.
f. PERFORMANCE SHARE UNITS
The Group's long-term incentive plan (“LTI Plan”) includes a portion of performance-linked share unit awards (“PSUs”), intended to increase the pay mix in favour of long-term equity-based compensation with three-year cliff-vesting to serve as an employee retention mechanism.
The fair value of the PSUs is determined based on Total Shareholder Return (“TSR”) relative to peer companies for 50% of the value of the PSUs, while the remaining 50% of the value of the PSUs granted is based on achieving certain operational performance measures. The vesting conditions related to the achievement of operational performance measures noted above are determined at the grant date and the number of units that are expected to vest is reassessed at each subsequent reporting period based on the estimated probability of reaching the operational targets. The key operational targets are determined annually and include:
The fair value related to the TSR portion is determined using a multi-asset Monte Carlo simulation model using a dividend yield of 2.5% (2021 – 2.5%), as well as historical TSR levels and historical volatility of the constituents of the S&P TSX Global Gold Index (2020 – same).
Certain PSUs were reclassified to liabilities in the year ended 31 December 2021 (note 13).
g. BASIC AND DILUTED EARNINGS PER SHARE
Diluted net earnings per share was calculated based on the following:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June
2022 |
30 June 2021 |
30 June
2022 |
30 June 2021 |
|
Basic weighted average number of shares outstanding | 248,434,741 | 251,779,650 | 248,548,543 | 230,008,280 |
Effect of dilutive securities1 | ||||
Stock options and warrants | 626,358 | 1,647,851 | 973,399 | 1,620,915 |
Diluted weighted average number of shares outstanding | 249,061,099 | 253,427,501 | 249,521,942 | 231,629,195 |
Total common shares outstanding | 248,448,061 | 250,553,482 | 248,448,061 | 250,553,482 |
Total potential diluted common shares | 253,478,737 | 258,249,760 | 253,478,737 | 258,249,760 |
1At 30 June 2022, a total of 3,886,543 PSUs (3,897,884 at 30 June 2021) could potentially dilute basic earnings per share in the future, but were not included in diluted earnings per share as all vesting conditions have not been satisfied at the end of the reporting period. The potentially dilutive impact of the convertible senior notes are anti-dilutive for the period and were not included in the diluted earnings per share.
h. DIVIDENDS
During the period ended 31 March 2022, the Company announced its dividend for the second half of the 2021 fiscal year of $0.28 per share totalling $69.3 million. The dividend was paid during the period ended 31 March 2022 to all shareholders on record on close of business 11 February 2022.
During the year ended 31 December 2021, the Group announced its dividend for the first half of the 2021 fiscal year of $0.28 per share totalling $69.9 million. The dividend was paid during the three months ended 30 September 2021 to shareholders on record at the close of business on 10 September 2021.
In February 2021, the Group paid a dividend of $60.0 million ($0.37 per share) to shareholders on record on the close of business of 22 January 2021.
30 June 2022 |
31 December 2021 |
|
Dividends declared and paid | 69.30 | 129.90 |
Dividend per share | 0.28 | 0.65 |
i. OTHER RESERVES
A summary of reserves is presented below:
Capital Redemption Reserve | Share Based Payment Reserve | Merger Reserve | Total | |
At 1 January 2021 | — | 70.4 | — | 70.4 |
Consideration on the acquisition of Teranga | — | 30.4 | — | 30.4 |
Share-based compensation | — | 19.0 | — | 19.0 |
Shares issued on exercise of options and PSUs | — | (21.6) | — | (21.6) |
At 30 June 2021 | — | 98.2 | — | 98.2 |
At 1 January 2022 | 0.3 | 87.0 | 496.7 | 584.0 |
Share-based compensation | — | 4.8 | — | 4.8 |
Shares issued on exercise of options, warrants and PSUs | — | (6.6) | — | (6.6) |
At 30 June 2022 | 0.3 | 85.2 | 496.7 | 582.2 |
NATURE AND PURPOSE OF OTHER RESERVES
CAPITAL REDEMPTION RESERVE
The capital redemption reserve represents the cumulative nominal amount of shares cancelled, following the share buyback by the Company.
SHARE-BASED PAYMENT RESERVE
Share-based payment reserve represents the cumulative share-based payment expense for the Company’s share option schemes net of amounts transferred to retained earnings on exercise or cancellation of instruments under the Company's share option scheme.
MERGER RESERVE
The merger reserve contains the difference between the share capital of the Company and the net assets of EMC as at the date or reorganisation as described in note 5 to the annual financial statements, and less amounts cancelled and transferred to retained earnings on cancellation of the deferred shares.
6 FINANCIAL INSTRUMENTS AND RELATED RISKS
a. FINANCIAL ASSETS AND LIABILITIES
The Group’s financial instruments are classified as follows:
Financial assets/liabilities at amortised cost | Financial instruments at fair value through profit and loss ('FVTPL') | |
Cash | X | |
Trade and other receivables | X | |
Restricted cash | X | |
Marketable securities | X | |
Other financial assets | X | |
Trade and other payables | X | |
Call-rights | X | |
Contingent consideration | X | |
Senior Notes | X | |
Embedded derivative on Senior Notes | X | |
Revolving credit facilities | X | |
Derivative financial assets and liabilities | X | |
Convertible Notes | X | |
Conversion option on Convertible Notes | X |
The fair value of these financial instruments approximates their carrying value, unless otherwise noted below, except for the Convertible Notes, which have a fair value of approximately $346.3 million (31 December 2021 – $398.6 million), and the Senior Notes which have a fair value of approximately $406.2 million.
As noted above, the Group has certain financial assets and liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value:
Classification of financial assets and liabilities
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
As at each of 30 June 2022 and 31 December 2021, the levels in the fair value hierarchy into which the Group’s financial assets and liabilities measured and recognised in the condensed interim consolidated statement of financial position at fair value are categorised as follows:
AS AT 30 JUNE 2022 | |||||
Note | Level 1 Input | Level 2 Input | Level 3 Input | Aggregate Fair Value | |
Assets: | |||||
Cash | 1,096.8 | — | — | 1,096.8 | |
Restricted cash | 11 | 33.9 | — | — | 33.9 |
Marketable securities | 2.3 | — | — | 2.3 | |
Derivative financial assets | 11 | — | 6.9 | — | 6.9 |
Other financial assets | 11 | — | 40.0 | 21.7 | 61.7 |
Total | 1,133.0 | 46.9 | 21.7 | 1,201.6 | |
Liabilities: | |||||
Call-rights | 13 | — | (18.0) | — | (18.0) |
Contingent consideration | 13 | — | (47.6) | — | (47.6) |
Derivative financial instruments | 13 | — | (3.2) | — | (3.2) |
Conversion option on Convertible Notes | 7 | — | (20.9) | — | (20.9) |
Other financial liabilities | 13 | — | (25.8) | — | (25.8) |
Total | — | (115.5) | — | (115.5) |
AS AT 31 DECEMBER 2021 | |||||
Note | Level 1 Input | Level 2 Input | Level 3 Input | Aggregate Fair Value | |
Assets: | |||||
Cash | 906.2 | — | — | 906.2 | |
Restricted cash | 11 | 31.6 | — | — | 31.6 |
Marketable securities | 3.1 | — | — | 3.1 | |
Derivative financial assets | 11 | — | 25.1 | — | 25.1 |
Other financial assets | 11 | — | 40.0 | 6.9 | 46.9 |
Total | 940.9 | 65.1 | 6.9 | 1,012.9 | |
Liabilities: | |||||
Share warrant liabilities | 13 | — | (23.6) | — | (23.6) |
Call-rights | 13 | — | (19.2) | — | (19.2) |
Contingent consideration | 13 | — | (48.2) | — | (48.2) |
Conversion option on Convertible Notes | 7 | — | (34.6) | — | (34.6) |
Total | — | (125.6) | — | (125.6) |
There were no transfers between level 1 and 2 during the period. The fair value of level 3 financial assets were determined using Monte Carlo or discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results at the disposed mine.
b. GAIN/(LOSS) ON FINANCIAL INSTRUMENTS
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Note |
30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
|
Change in value of receivable at FVTPL | 0.1 | 0.7 | 0.3 | 0.9 | |
Unrealised gain on conversion option on Convertible Notes | 7 | 31.7 | 1.6 | 13.7 | 30.0 |
Loss on change in fair value of warrant liabilities | 13 | — | (5.3) | (3.3) | (1.5) |
Loss on early redemption feature on Senior Notes | 7 | (0.6) | — | (4.6) | — |
Gain/(loss) on change in fair value of call rights | 13 | 5.6 | (7.0) | 1.2 | 0.3 |
Gain/(loss) on change in fair value of contingent consideration | 13 | 0.2 | (0.2) | 0.6 | 0.8 |
Loss on foreign exchange | (38.5) | (6.0) | (58.0) | (4.9) | |
Unrealised gain/(loss) on forward contracts | 11 | 72.8 | 2.8 | (6.4) | 2.8 |
Realised gain/(loss) on forward contracts | 11 | 1.4 | — | (5.6) | — |
Unrealised gain/(loss) on gold collar | 11 | 33.5 | — | (10.3) | — |
Gain on other financial instruments | 0.6 | 0.1 | 0.4 | 0.5 | |
Total gain/(loss) on financial instruments | 106.8 | (13.3) | (72.0) | 28.9 |
Financial instrument risk exposure
The Group’s activities expose it to a variety of risks that may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks, including equity price risk. The Group examines the various financial instrument risks to which it is exposed and assesses any impact and likelihood of those risks. There has been no significant changes to the financial instrument risk exposure as disclosed in note 8 of its annual financial statements for the year ended 31 December 2021.
7 LONG-TERM DEBT
30 June
2022 |
31 December 2021 | |
Senior Notes (a) | 493.7 | 492.7 |
Revolving credit facilities (b) | 50.0 | — |
Deferred financing costs | (6.4) | (7.2) |
Convertible Notes (c) | 326.9 | 321.8 |
Conversion option (d) | 20.9 | 34.6 |
Total debt | 885.1 | 841.9 |
Less: Long-term debt | (537.3) | (841.9) |
Current portion of long-term debt | 347.8 | — |
The Group incurred the following finance costs in the period:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
|
Interest expense, net | 13.8 | 10.2 | 26.5 | 20.1 |
Amortisation of deferred facility fees | 0.4 | 2.0 | 0.9 | 3.7 |
Commitment, structuring and other fees | 2.3 | 1.4 | 4.3 | 2.0 |
Total finance costs, net | 16.5 | 13.6 | 31.7 | 25.8 |
a. SENIOR NOTES
On 14 October 2021, the Company completed an offering of $500.0 million fixed rate senior notes (the "Senior Notes") due in 2026. The Senior Notes are listed on the Global Exchange Market ("GEM") which is the exchange-regulated market of The Irish Stock Exchange plc trading as Euronext Dublin of Euronext Dublin and to trading on the GEM of Euronext Dublin. The proceeds of the Senior Notes of $494.6 million were used to repay all amounts outstanding under the Company's existing revolving credit facilities and to pay fees and expenses in connection with the offering of the Senior Notes.
The Senior Notes bear interest at a coupon rate of 5% per annum payable semi-annually in arrears on 14 April and 14 October each year. The Senior Notes mature on 14 October 2026, unless redeemed earlier or repurchased in accordance with the terms of the Senior Notes.
The key terms of the Senior Notes include:
For accounting purposes, the Company measures the Senior Notes at amortised cost, accreting to maturity over the term of the Senior Notes. The early redemption feature on the Senior Notes is an embedded derivative and is accounted for as a financial instrument measured at fair value through profit or loss, with changes in fair value at each subsequent reporting period being recognised in earnings (note 6). The early redemption feature on the Senior Notes include an optional redemption from October 2023 through to maturity at a redemption price ranging from 102.5% to 100% of the principal. Prior to October 2023, the Company may redeem up to 40% of the Senior Notes from proceeds of an equity offering at a redemption price of 105% of the principal plus any accrued and unpaid interest. The fair value of the prepayment feature has been calculated using a valuation model taking into account the market value of the debt, interest rate volatility, risk-free interest rates, and the credit spread. The fair value of the embedded derivative at 30 June 2022 was $nil (31 December 2021 - asset of $4.6 million) (note 11).
Covenants on the Senior Notes include certain restrictions on indebtedness, restricted payments, liens, or distributions from certain companies in the Group. In addition, should the rating of the Senior Notes be downgraded as a result of a change of control (defined as the sale or transfer of 50% or more of the common shares or the transfer of all or substantially all the assets of the Group), the Group is obligated to repurchase the Senior Notes at an equivalent price of 101% of the principal amount plus the accrued interest to repurchase date, if requested to do so by any creditor.
b. REVOLVING CREDIT FACILITIES
Concurrent with the completion of the offering of the Senior Notes above, the Company entered into a new $500.0 million unsecured revolving credit facility agreement (the "new RCF") with a syndicate of international banks. The new RCF replaces the bridge facility and the previous revolving credit facility, which were both repaid and cancelled upon completion of the Senior Notes offering and new RCF. During the three months ended 31 March 2022 the Company drew down $50.0 million on the new RCF and the amount remains outstanding as at 30 June 2022.
The key terms of the new RCF include:
Covenants on the new RCF include:
Previously, on 24 December 2020, the Company had entered into a $430.0 million revolving credit facility agreement (the "old RCF"), which replaced a previous similar RCF, as well as a new $370.0 million facility agreement ("Bridge Facility"), both with a syndicate of international banks and which became effective on 10 February 2021.
The key terms of the old RCF included:
The key terms of the Bridge Facility included:
c. CONVERTIBLE NOTES
On 8 February 2018, the Company completed a private placement of convertible senior notes with a total principal amount of $330.0 million due in February 2023 (the “Convertible Notes”). The initial conversion rate was 41.84 of the Company’s common shares (“Shares”) per $1,000 note, or an initial conversion price of approximately $23.90 (CAD$29.47) per share.
The conversion rate of the Convertible Notes has been subsequently adjusted as a result of the dividends declared and paid by the Company, and the new conversion rate at 30 June 2022 is 43.56 of the Company's common shares per $1,000 note, and equates to a conversion price of approximately $22.96 (CAD$29.09) per share.
The Convertible Notes bear interest at a coupon rate of 3% payable semi-annually in arrears on 15 February and 15 August of each year. Convertible Notes mature on 15 February 2023, unless redeemed earlier, repurchased or converted in accordance with the terms of the Convertible Notes. The note holders can convert their Convertible Notes at any time prior to the maturity date. Also, the Convertible Notes are redeemable in whole or in part, at the option of the Company, at a redemption price equal to the principal amount of the Convertible Notes being redeemed, plus any accrued and unpaid interest, if the share price exceeds 130% of the conversion price on each of at least 20 of the trading days during the 30 days prior to the redemption notice. The Company may, subject to certain conditions, elect to satisfy the principal amount and conversion option due at maturity or upon conversion or redemption through the payment or delivery of any combination of shares and cash.
The key terms of the Convertible Notes include:
For accounting purposes, the Company measures the Convertible Notes at amortised cost, accreting to maturity over the term of the Convertible Notes. The conversion option on the Convertible Notes is an embedded derivative and is accounted for as a financial liability measured at fair value through profit or loss.
The unrealised gain on the convertible note option for the three and six months ended 30 June 2022 was an unrealised gain of $31.7 million and $13.7 million, respectively (for the three and six months ended 30 June 2021 – unrealised gain of $1.6 million and $30.0 million, respectively).
The liability component for the Convertible Notes at 30 June 2022 has an effective interest rate of 6.2% (31 December 2021: 6.2%) and was as follows:
30 June 2022 | 31 December 2021 | |
Liability component at beginning of the period | 321.8 | 311.9 |
Interest expense in the period | 10.1 | 19.8 |
Less: Interest payments in the period | (5.0) | (9.9) |
Total | 326.9 | 321.8 |
d. CONVERSION OPTION
The conversion option related to the Convertible Notes is recorded at fair value, using a convertible bond valuation model, taking account of the observed market price of the Convertible Notes. The following assumptions were used in the determination of fair value of the conversion option and fixed income component of the Convertible Notes, which was then calibrated to the total fair value of the Convertible Notes: volatility of 38% (31 December 2021 – 38%), term of the conversion option 0.58 years (31 December 2021 – 0.99 years), a dividend yield of 2.5% (31 December 2021 – 2.5%), credit spread of 2.37% (31 December 2021 – 0.86%), and a share price of CAD$26.63 (31 December 2021 – CAD$27.73).
30 June 2022 | 31 December 2021 | |
Conversion option at beginning of the period | 34.6 | 74.6 |
Fair value adjustment | (13.7) | (40.0) |
Conversion option at end of the period | 20.9 | 34.6 |
8 TRADE AND OTHER RECEIVABLES
30 June 2022 | 31 December 2021 | |
VAT receivable (a) | 56.3 | 59.7 |
Receivables for gold sales | 12.3 | 3.9 |
Other receivables (b) | 32.9 | 32.5 |
Advance payments of royalties | 8.0 | 8.7 |
Total | 109.5 | 104.8 |
a. VAT RECEIVABLE
VAT receivable relates to net VAT amounts paid to vendors for goods and services purchased, primarily in Burkina Faso. These balances are expected to be collected in the next twelve months. In the six months ended 30 June 2022, the Group collected $53.0 million of outstanding VAT receivables (in the six months ended 31 June 2021: $40.0 million), through the sale of its VAT receivables to third parties or reimbursement from the tax authorities.
b. OTHER RECEIVABLES
Other receivables at 30 June 2022 include a receivable of $7.8 million (31 December 2021 – $11.7 million) related to the sale of equipment at Ity to third parties, an amount of $5.9 million (31 December 2021 – $5.9 million) receivable from Allied related to the sale of the Agbaou mine, an amount of $5.0 (31 December 2021 - $ nil) receivable from Néré for the sale of the Karma mine, and other receivables from third parties. All these amounts are non-interest bearing and are expected to be repaid in the next 12 months.
9 INVENTORIES
30 June 2022 | 31 December 2021 | |
Doré bars | 21.6 | 25.1 |
Gold in circuit | 26.8 | 41.0 |
Ore stockpiles | 363.9 | 312.2 |
Spare parts and supplies | 119.9 | 118.3 |
Total inventories | 532.2 | 496.6 |
Less: Non-current stockpiles | (209.5) | (185.3) |
Current portion of inventories | 322.7 | 311.3 |
As of 30 June 2022, there was a provision of $2.2 million to adjust certain stockpiles, gold in circuit, and doré bars to net realisable value at Wahgnion (31 December 2021 - $nil).
The cost of inventories recognised as an expense in the three and six months ended 30 June 2022 was $391.0 million and $760.5 million, respectively, and was included in cost of sales (three and six months ended 30 June 2021 – $402.6 million and $771.6 million respectively).
10 MINING INTERESTS
MINING INTERESTS | ||||||
Note | Depletable | Non-depletable | Property, plant and equipment | Assets under construction | Total | |
Cost | ||||||
Balance as at 1 January 2021 | 1,212.6 | 821.4 | 1,315.0 | 30.7 | 3,379.7 | |
Acquired in business combinations | 4 | 2,087.1 | 224.6 | 462.1 | — | 2,773.8 |
Additions | 232.0 | 79.1 | 140.4 | 99.1 | 550.6 | |
Transfers from inventory | — | — | 9.9 | — | 9.9 | |
Transfers | 57.9 | (40.5) | 45.1 | (62.5) | — | |
Change in estimate of environmental rehabilitation provision | 43.4 | — | — | — | 43.4 | |
Disposals1 | (0.9) | — | (53.4) | — | (54.3) | |
Balance as at 31 December 2021 | 3,632.1 | 1,084.6 | 1,919.1 | 67.3 | 6,703.1 | |
Additions | 96.4 | 21.8 | 22.5 | 88.8 | 229.5 | |
Transfers | 90.3 | (81.9) | 57.5 | (65.9) | — | |
Disposals | — | — | (5.3) | — | (5.3) | |
Disposal of Karma | (186.0) | — | (248.7) | (0.5) | (435.2) | |
Balance as at 30 June 2022 | 3,632.8 | 1,024.5 | 1,745.1 | 89.7 | 6,492.1 | |
Accumulated Depreciation | ||||||
Balance as at 1 January 2021 | 356.4 | 19.9 | 425.6 | — | 801.9 | |
Depreciation/depletion | 445.4 | — | 271.2 | — | 716.6 | |
Impairment | 87.8 | 128.4 | 11.3 | — | 227.5 | |
Disposals1 | — | — | (23.1) | — | (23.1) | |
Balance as at 31 December 2021 | 889.6 | 148.3 | 685.0 | — | 1,722.9 | |
Depreciation/depletion | 194.9 | — | 109.9 | — | 304.8 | |
Disposals | — | — | (2.1) | — | (2.1) | |
Disposal of Karma | (168.0) | — | (247.8) | — | (415.8) | |
Balance as at 30 June 2022 | 916.5 | 148.3 | 545.0 | — | 1,609.8 | |
Carrying amounts | ||||||
At 31 December 2021 | 2,742.5 | 936.3 | 1,234.1 | 67.3 | 4,980.2 | |
At 30 June 2022 | 2,716.3 | 876.2 | 1,200.1 | 89.7 | 4,882.3 |
1Disposals for the year ended 31 December 2021 mainly relate to mining equipment with a net book value of $28.3 million sold to the mining contractor at Ity for which we recognised a loss of $2.4 million.
The Group's right-of-use assets consist of buildings, plant and equipment and its various segments which are right-of-use assets under IFRS 16, Leases. These have been included within the property, plant and equipment category above.
Plant and equipment | Buildings | Total | |
Balance as at 1 January 2021 | 31.3 | 1.9 | 33.2 |
Acquired in business combinations | 0.6 | 5.0 | 5.6 |
Additions | 18.2 | 9.7 | 27.9 |
Depreciation for the year | (12.1) | (1.0) | (13.1) |
Balance as at 31 December 2021 | 38.0 | 15.6 | 53.6 |
Additions | 3.6 | 0.6 | 4.2 |
Depreciation for the period | (1.4) | (3.4) | (4.8) |
Disposals | (0.2) | — | (0.2) |
Balance as at 30 June 2022 | 40.0 | 12.8 | 52.8 |
11 OTHER FINANCIAL ASSETS
Other financial assets are comprised of:
Note | 30 June 2022 | 31 December 2021 | |
Restricted cash | 33.9 | 31.6 | |
Net smelter royalty (a) | 4 | 16.2 | 5.9 |
Contingent consideration (b) | 5.0 | — | |
Derivative financial assets (c) | 11 | 6.9 | 25.1 |
Other financial assets (d) | 4 | 40.5 | 41.0 |
Total other financial assets | 102.5 | 103.6 | |
Less: Non-current other financial assets | (90.1) | (95.0) | |
Current portion of other financial assets | 12.4 | 8.6 |
a. NET SMELTER ROYALTIES
The balance at 30 June 2022 is the fair value of the NSRs receivable from Allied for the sale of the Agbaou mine to the value of $6.2 million (2021 - $5.9 million) of which $2.8 million is included in current financial assets, and from Néré for the sale of the Karma mine to the value of $10.0 million (2021 - $ nil) which is included in non-current financial assets.
b. CONTINGENT CONSIDERATION
The contingent consideration of $5.0 million is receivable from Néré for the sale of the Karma mine and is classified as a current financial asset.
c. DERIVATIVE FINANCIAL ASSETS
GOLD COLLAR
In the year ended 31 December 2021, the Group implemented a deferred premium collar strategy ("Collar") (note 11) using written call options and bought put options with a floor price of $1,750 and a ceiling price of $2,100 per ounce. The Collar covers a total of 600,008 ounces of which 300,004 will be settled quarterly in 2022 with the remaining ounces to be settled on a quarterly basis in 2023. The programme represents an estimated 20% of Endeavour's total expected gold production for the period of the Collar. The Group paid a premium of $10.0 million upon entering into the Collar. As at 30 June 2022, $5.9 million (31 December 2021 - $16.1 million asset) is included in derivative financial assets related to the Collar of which $2.3 million (31 December 2021 - $11.8 million asset) has been classified as a non-current derivative financial asset. The Collar was not designated as a hedge by the Group and recorded at its fair value at the end of each reporting period. The Group recognise a gain of $33.5 million and a loss of $10.3 million due to a change in fair value of the collar for the three and six months ended 30 June 2022 respectively (2021 - $ nil).
FORWARD CONTRACTS
The Group periodically enters into forward sales contracts to manage the risk of changes in the market price of gold within a period. During the year ended 31 December 2021, the Group bought 120,000 ounces at an average gold price of $1,860 per ounce of which 60,000 ounces are still outstanding at 30 June 2022 and which will be evenly settled on a quarterly basis in 2022.
During the period ended 30 June 2022, the Group entered into additional forward contracts for 398,627 ounces of production in 2022 and 120,000 ounces of production in 2023 at average gold prices of $1,826 per ounce and $1,829 per ounce, respectively. At inception, the 2022 additional forward sales were weighted towards the first quarter, with forward sales contracts for approximately 200,000 ounces at an average price of $1,817 per ounce, and the remaining approximately 200,000 ounces, at an average gold price of $1,827 per ounce, being equally weighted through the rest of 2022. The settlement of the 2023 forward sales are equally weighted through the year. During the period ended 31 March 2022, the Group restructured 165,000 ounces of the forward contracts that were due to settle in the first quarter of 2022 to settlement in the third and fourth quarters of 2022. During the three months ended 30 June 2022, the Group settled 130,224 ounces that had been extended to the second half of 2021, and an additional 39,700 ounces were settled in July 2022.
As a result, in the three and six months ended 30 June 2022, forward contracts for 229,327 ounces were settled with a realised gain of $1.4 million, and 294,327 ounces were settled with a realised loss of $5.6 million respectively. The remaining forward contracts are outstanding as at 30 June 2022, and the Company recognised an unrealised gain of $72.8 million and an unrealised loss of $6.4 million in the three and six months ended 30 June 2022 respectively.
Below is a summary of the 304,600 ounces outstanding as at 2 August 2022 1:
Settlement date | Ounces | Price ($) |
Q3-2022 | 94,600 | 1,834 |
Q4-20221 | 90,000 | 1,842 |
Q1-2023 | 30,000 | 1,829 |
Q2-2023 | 30,000 | 1,829 |
Q3-2023 | 30,000 | 1,829 |
Q4-2023 | 30,000 | 1,829 |
1 Subsequent to 30 June 2022, an additional 39,700 ounces were settled for no gain/loss, decreasing the ounces outstanding from 129,700 ounces to 90,000 ounces, and the total number of ounces outstanding from 344,300 ounces to the 304,600 ounces disclosed above.
At 30 June 2022, the non-current portion of the forward contracts were classified as a derivative financial liability and had a fair value of $3.2 million, offset by the current portion classified as a derivative financial asset which had a fair value of $1.0 million (31 December 2021 - $4.3 million derivative financial asset).
EMBEDDED DERIVATIVE ON SENIOR NOTES
Derivative financial assets include the early redemption feature on the Senior Notes which is accounted for as a financial instrument at fair value through profit and loss (note 7). Upon revaluation of the embedded derivative to a fair value of $nil at 30 June 2022 (31 December 2021 - $4.6 million other financial asset), a loss of $0.6 million and $4.6 million was recognised for the three and six months ended 30 June 2022, respectively (for the three and six months ended 30 June 2021 - $nil).
d. OTHER FINANCIAL ASSETS
Other financial assets at 30 June 2022 and 31 December 2021 include $40.0 million related to the shares of Allied received as consideration upon the sale of the Agbaou mine and is classified as a non-current financial asset.
12 TRADE AND OTHER PAYABLES
Trade and other payables consist of the following:
30 June 2022 | 31 December 2021 | |
Trade accounts payable | 277.1 | 247.7 |
Royalties payable | 37.4 | 40.5 |
Payroll and social payables | 35.5 | 51.1 |
Other payables | 11.4 | 11.7 |
Total trade and other payables | 361.4 | 351.0 |
13 OTHER FINANCIAL LIABILITIES
Note |
30 June 2022 |
31 December 2021 | |
Share warrant liabilities (a) | — | 23.6 | |
DSU liabilities | 5 | 4.0 | 3.7 |
PSU liabilities (b) | 5 | 8.2 | 17.9 |
Repurchased shares (b) | 13.6 | 13.2 | |
Derivative financial liabilities (c) | 3.2 | — | |
Call-rights (d) | 18.0 | 19.2 | |
Contingent consideration (e) | 47.6 | 48.2 | |
Other long-term liabilities | 11.8 | 10.9 | |
Total other financial liabilities | 106.4 | 136.7 | |
Less: Non-current other financial liabilities | (21.5) | (104.3) | |
Current portion of other financial liabilities | 84.9 | 32.4 |
a. SHARE WARRANT LIABILITIES
Upon acquisition of Teranga, all outstanding Teranga share warrants were exchanged for replacement Endeavour warrants at a ratio of 0.47 Endeavour warrants for each Teranga warrant at an exercise price adjusted at a ratio of 0.47.
In the period ended 31 March 2022, all outstanding warrants were exercised for cash proceeds of $13.9 million. Upon exercise, the associated share warrant liability was reclassified to share capital.
A reconciliation of the change in fair value of share warrant liabilities is presented below:
Number of warrants | Amount | |
Added upon acquisition of Teranga | 1,739,000 | 22.2 |
Change in fair value | — | 1.4 |
Balance as at 31 December 2021 | 1,739,000 | 23.6 |
Change in fair value | — | 3.3 |
Exercised | (1,739,000) | (26.9) |
Balance as at 30 June 2022 | — | — |
Fair values of share warrants were calculated using the Black-Scholes option pricing model with the following assumptions:
At 24 February 2022 | At 31 January 2022 | As at 31 December 2021 | |
Valuation date share price | C$32.67 | C$ 28.32 | C$ 27.73 |
Weighted average fair value of share warrants | C$22.95 | C$17.83 | C$17.19 |
Exercise price | C$8.15 - C$13.81 | C$8.15 - C$13.81 | C$8.15 - C$13.81 |
Risk-free interest rate | 1.51 % | 1.28 % | 0.95 % |
Expected share market volatility | 32% - 38% | 31% - 38% | 27% - 41% |
Expected life of share warrants (years) | 1.01 - 1.60 | 0.21 - 1.66 | 0.29 - 1.75 |
Dividend yield | 2.5 % | 2.5 % | 2.5 % |
Number of share warrants exercisable | 799,000 | 940,000 | 1,739,000 |
b. PSU LIABILITIES AND REPURCHASED SHARES
Prior to the Company listing on the LSE, the Group established an Employee Benefits Trust (the “EBT”) in connection with the Group’s employee share incentive plans, which may hold the Company's own shares in trust to settle future employee share incentive obligations. During the year ended 31 December 2021, the EBT acquired 0.6 million outstanding common shares from certain employees of the Group which remain held in the EBT at 30 June 2022.
In exchange for the shares, a subsidiary of the Company is obligated to repay the employees cash for the fair value of the underlying shares of the Company now held in the EBT ("EGC tracker shares"). Subsequently, additional EGC tracker shares have been issued to certain employees of the Group upon vesting of their PSUs. At 30 June 2022, there were 0.7 million EGC tracker shares outstanding with a fair value of $13.6 million and is included in current other financial liabilities. Subsequent changes in the fair value of the underlying shares will be recognised in earnings/(loss) in the period.
In addition to the above, certain PSUs were reclassified to liabilities during the year ended 31 December 2021 as management determined that the PSUs will be settled in cash upon vesting. As a result, these PSUs are recognised at fair value at 30 June 2022, and $5.7 million is included in current other financial liabilities at 30 June 2022 (31 December 2021 - $5.8 million) as they are expected to be settled in the next 12 months. The remaining $2.5 million (31 December 2021 - $12.1 million) is classified as non-current other liabilities.
c. DERIVATIVE FINANCIAL LIABILITIES
Derivative financial liabilities includes the non-current portion of forward contracts (note 11).
d. CALL-RIGHTS
Upon acquisition of Teranga, the Group acquired all previously issued and outstanding Teranga call-rights and were exchanged for replacement Endeavour call-rights at a ratio of 0.47 Endeavour call-rights for each Teranga call-right at an adjusted exercise price of C$14.90 to reflect the impact of dividends paid.
The call-rights are required to be settled in cash at the difference between Endeavour's five-day volume weighted average trading price on the exercise date and the exercise price of C$14.90. The call-rights expire on 4 March 2024. The call-rights were recorded as derivative financial liabilities as their value changes in line with Endeavour's share price. Changes in the fair value of call-rights are recognised as gains/(losses) on financial instruments.
A reconciliation of the change in fair value of the call-rights liability is as follows:
Number of call-rights | Amount | |
Added upon acquisition of Teranga | 1,880,000 | 19.3 |
Change in fair value | — | (0.1) |
Balance as at 31 December 2021 | 19.2 | |
Change in fair value | — | (1.2) |
Balance as at 30 June 2022 | 1,880,000 | 18.0 |
The fair value of the call-rights were calculated using the Black-Scholes option pricing model with the following assumptions:
As at 30 June 2022 | As at 31 December 2021 | |
Valuation date share price1 | C$ 27.18 | C$ 27.57 |
Fair value per call-right | C$ 12.34 | C$ 12.92 |
Exercise price | C$ 14.89 | C$ 14.89 |
Risk-free interest rate | 3.08 % | 0.96 % |
Expected share market volatility | 37 % | 46 % |
Expected life of call-rights (years) | 1.68 | 2.18 |
Dividend yield | 2.5 % | 2.5 % |
Number of call-rights exercisable | 1,880,000 | 1,880,000 |
1Represents five-day volume weighted average trading price of the Company's common shares on the TSX.
e. CONTINGENT CONSIDERATION
As part of the acquisition of Teranga, Endeavour recognised contingent consideration related to Teranga's acquisition of Massawa (Jersey) Limited. The contingent consideration is linked to future gold prices and is payable to Barrick Gold Corporation ("Barrick") in cash three years following the completion of the Massawa Acquisition by Teranga on 4 March 2020.
The Group has classified the contingent consideration payable to Barrick as a current derivative financial liability as the amount due is dependent on future gold prices over periods of time in future. As at 30 June 2022, the Group estimated the fair value of the contingent consideration using a Monte Carlo simulation model based on the gold forward curve, expected volatility of 18.20% (31 December 2021 - 17.44%), Endeavour's credit spread of 4.12% (31 December 2021 - 2.19%) and risk-free rate of 3.62% (31 December 2021 - 0.94%).
In the three and six months ended 30 June 2022, the Group recognised a gain on change in fair value of $0.2 million and $0.6 million, respectively (in the three and six months ended 30 June 2021 - a loss of $0.2 million and a gain of $0.8 million, respectively).
14 NON-CONTROLLING INTERESTS
The composition of the non-controlling interests (“NCI”) is as follows:
Ity Mine (15%) |
Houndé Mine (10%) |
Mana Mine (10%) |
Boungou Mine (10%) |
Sabodala-Massawa Mine (10%) |
Wahgnion Mine (10%) |
Other1 | Total (continuing operations) | Discontinued operations |
Total (all operations) |
|
At 31 December 2020 | 39.2 | 22.5 | 44.8 | 66.4 | — | — | 6.7 | 179.6 | 11.3 | 190.9 |
Acquisition of NCI | — | — | — | — | 193.2 | 52.7 | — | 245.9 | — | 245.9 |
Net earnings/(loss) | 21.6 | 18.3 | 7.1 | (13.7) | 21.2 | 4.7 | 0.4 | 59.6 | 0.7 | 60.3 |
Dividend distribution | (4.5) | (8.2) | (8.0) | (7.3) | (1.9) | — | — | (29.9) | — | (29.9) |
Disposal of the Agbaou mine2 | — | — | — | — | — | — | — | — | (3.0) | (3.0) |
31 December 2021 | 56.3 | 32.6 | 43.9 | 45.4 | 212.5 | 57.4 | 7.1 | 455.2 | 9.0 | 464.2 |
Net earnings | 14.5 | 12.2 | 3.3 | 2.0 | 4.9 | (0.3) | — | 36.6 | 0.3 | 36.9 |
Dividend distribution | (6.9) | (18.3) | (4.9) | (2.4) | — | (0.4) | — | (32.9) | — | (32.9) |
Disposal of the Karma mine2 | — | — | — | — | — | — | — | — | (9.3) | (9.3) |
At 30 June 2022 | 63.9 | 26.5 | 42.3 | 45.0 | 217.4 | 56.7 | 7.1 | 458.9 | — | 458.9 |
1Exploration, Corporate, projects and Kalana segments are included in the "other" category.
2For further details refer to note 4.
During the period ended 30 June 2022, the Ity, Houndé, Mana, Boungou and Wahgnion mines declared dividends to their shareholders. Dividends to non-controlling interests to the value of $32.9 million were payable as at 30 June 2022 and are included in trade accounts payable. Subsequent to 30 June 2022, dividends declared by Sabodala-Massawa were approved by shareholders and will be recognised in the period ended 30 September 2022 (note 20).
During the year ended 31 December 2021, the Ity, Houndé, Mana, Boungou and Sabodala-Massawa mines declared dividends to their shareholders. Dividends to minority shareholders to the value of $29.9 million were paid during the twelve months ended 31 December 2021 and are included in cash flows from financing activities.
For summarised information related to these subsidiaries, refer to note 17, Segmented Information.
15 SUPPLEMENTARY CASH FLOW INFORMATION
a. NON-CASH ITEMS
Below is a reconciliation of non-cash items adjusted for in operating cash flows in the consolidated statement of cash flows for the three and six months ended 30 June 2022:
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||
Note |
30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
|
Depreciation and depletion | 139.8 | 144.9 | 291.8 | 261.5 | |
Finance costs | 7 | 16.5 | 13.6 | 31.7 | 25.8 |
Share-based compensation | 5 | 3.1 | 9.8 | 10.8 | 17.8 |
(Gain)/loss on financial instruments | 6 | (106.8) | 13.3 | 72.0 | (28.9) |
Loss on disposal of assets | 0.3 | 2.4 | 0.3 | 2.4 | |
Total non-cash items | 52.9 | 184.0 | 406.6 | 278.6 |
b. CHANGES IN WORKING CAPITAL
Below is a reconciliation of changes in working capital included in operating cash flows in the consolidated statement of cash flows for the three and six months ended 30 June 2022:
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
|
Trade and other receivables | 0.4 | 7.9 | (11.5) | (2.1) |
Inventories | (7.2) | 6.4 | (41.8) | 46.6 |
Prepaid expenses and other | 5.8 | 9.3 | (2.2) | (3.7) |
Trade and other payables | 1.7 | (8.5) | (14.0) | (55.1) |
Changes in working capital | 0.7 | 15.1 | (69.5) | (14.3) |
16 INCOME TAXES
The Group operates in numerous countries, and accordingly it is subject to, and pays annual income taxes under the various income tax regimes in the countries in which it operates. Some subsidiaries of the Group are not subject to corporate taxation in the Cayman Islands. However, the taxable earnings of the corporate entities in Barbados, Burkina Faso, British Virgin Islands, Canada, Côte d’Ivoire, Guinea, Mauritius, Mali, Senegal, Monaco, France, Luxembourg and the United Kingdom are subject to tax under the tax law of the respective jurisdiction. Significant judgement is required in the interpretation or application of certain tax rules when determining the provision for income taxes due to the complexity of the legislation. From time to time the Group is subject to a review of its income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Group's business conducted within the country involved. Management evaluates each of the assessments and recognises a provision based on its best estimate of the ultimate resolution of the assessment, through either negotiation or through a legal or arbitrative process. In the event that management's estimate of the future resolution of these matters change over time, the Group will recognise the effects of the changes in its interim financial statements in the period that such changes occur.
Tax expense for the three and six months ended 30 June 2022 was $56.5 million and $142.4 million, respectively (for the three and six months ended 30 June 2021 - $37.8 million and $102.9 million respectively).
THREE MONTHS ENDED | SIX MONTHS ENDED | |||
30 June 2022 |
30 June 2021 |
30 June 2022 |
30 June 2021 |
|
Earnings before taxes | 261.0 | 185.9 | 311.7 | 359.1 |
Weighted average domestic tax rate | 22 % | 21 % | 22 % | 22 % |
Income tax expense based on weighted average domestic tax rates | 57.4 | 39.0 | 68.6 | 79.0 |
Reconciling items: | ||||
Rate differential | (16.4) | (1.5) | 23.4 | (0.3) |
Effect of foreign exchange rate changes on deferred taxes | 18.7 | (4.0) | 31.4 | 7.6 |
Permanent differences | (14.4) | (1.9) | 5.4 | 14.8 |
Mining convention benefits | (2.5) | (30.8) | (7.2) | (36.9) |
Effect of alternative minimum taxes and withholding taxes paid | 23.7 | 27.7 | 23.8 | 31.8 |
True up and tax amounts paid in respect of prior years | (11.7) | (5.4) | (11.3) | (3.7) |
Effect of changes in deferred tax assets not recognised | 2.7 | 10.8 | 2.2 | 10.1 |
Other | (1.0) | 3.9 | 6.1 | 0.5 |
Income tax expense | 56.5 | 37.8 | 142.4 | 102.9 |
Current tax expense | (64.7) | (44.4) | (139.4) | (116.3) |
Deferred tax recovery/(expense) | 8.2 | 6.6 | (3.0) | 13.4 |
17 SEGMENTED INFORMATION
The Group operates in four principal countries, Burkina Faso (Houndé, Wahgnion, Mana and Boungou mines), Côte d’Ivoire (Ity mine, Lafigué project), Senegal (Sabodala-Massawa mine) and Mali (Kalana Project). The following table provides the Group’s results by operating segment in the way information is provided to and used by the Company’s chief operating decision maker, which is the CEO, to make decisions about the allocation of resources to the segments and assess their performance. The Group considers each of its operational mines a separate segment. Discontinued operations are not included in the segmented information below. Exploration, the Kalana Project, the Lafigué project and Corporate are aggregated and presented together as part of the "other" segment on the basis of them sharing similar economic characteristics.
THREE MONTHS ENDED 30 JUNE 2022 | ||||||||
Ity Mine |
Houndé Mine |
Mana Mine |
Boungou Mine |
Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
Revenue | ||||||||
Gold revenue | 138.9 | 158.6 | 99.6 | 50.0 | 132.7 | 49.8 | — | 629.6 |
Cost of sales | ||||||||
Operating expenses | (53.9) | (49.0) | (41.6) | (24.1) | (45.7) | (36.7) | (0.2) | (251.2) |
Depreciation and depletion | (12.5) | (20.2) | (24.9) | (15.2) | (47.2) | (17.0) | (2.8) | (139.8) |
Royalties | (7.0) | (11.1) | (6.1) | (3.1) | (7.4) | (3.4) | — | (38.1) |
Earnings/(loss) from mine operations | 65.5 | 78.3 | 27.0 | 7.6 | 32.4 | (7.3) | (3.0) | 200.5 |
THREE MONTHS ENDED 30 JUNE 2021 | ||||||||
Ity Mine |
Houndé Mine |
Mana Mine | Boungou Mine | Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
Revenue | ||||||||
Gold revenue | 150.3 | 137.5 | 89.8 | 68.4 | 177.0 | 86.1 | — | 709.1 |
Cost of sales | ||||||||
Operating expenses | (51.8) | (41.6) | (40.8) | (23.6) | (61.0) | (38.9) | — | (257.7) |
Depreciation and depletion | (19.5) | (20.9) | (14.2) | (24.9) | (44.4) | (17.9) | (3.1) | (144.9) |
Royalties | (8.3) | (6.8) | (4.9) | (4.1) | (9.9) | (6.0) | — | (40.0) |
Earnings/(loss) from mine operations | 70.7 | 68.2 | 29.9 | 15.8 | 61.7 | 23.3 | (3.1) | 266.5 |
SIX MONTHS ENDED 30 JUNE 2022 | ||||||||
Ity Mine |
Houndé Mine |
Mana Mine |
Boungou Mine |
Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
Revenue | ||||||||
Gold revenue | 278.8 | 298.0 | 204.0 | 118.8 | 309.4 | 106.8 | — | 1,315.8 |
Cost of sales | ||||||||
Operating expenses | (97.4) | (90.3) | (86.9) | (50.5) | (78.6) | (64.8) | (0.2) | (468.7) |
Depreciation and depletion | (28.0) | (38.5) | (51.2) | (37.3) | (98.5) | (32.8) | (5.5) | (291.8) |
Royalties | (14.9) | (20.3) | (12.2) | (7.1) | (17.3) | (7.3) | — | (79.1) |
Earnings/(loss) from mine operations | 138.5 | 148.9 | 53.7 | 23.9 | 115.0 | 1.9 | (5.7) | 476.2 |
SIX MONTHS ENDED 30 JUNE 2021 | ||||||||
Ity Mine |
Houndé Mine |
Mana Mine | Boungou Mine | Sabodala Massawa Mine | Wahgnion Mine | Other | Total | |
Revenue | ||||||||
Gold revenue | 282.5 | 256.1 | 197.4 | 170.8 | 264.5 | 138.8 | — | 1,310.1 |
Cost of sales | ||||||||
Operating expenses | (97.8) | (82.1) | (87.6) | (56.9) | (119.9) | (65.8) | — | (510.1) |
Depreciation and depletion | (33.8) | (37.3) | (39.0) | (61.6) | (59.3) | (24.5) | (6.0) | (261.5) |
Royalties | (15.5) | (17.8) | (13.0) | (10.3) | (14.9) | (9.6) | — | (81.1) |
Earnings/(loss) from mine operations | 135.4 | 118.9 | 57.8 | 42.0 | 70.4 | 38.9 | (6.0) | 457.4 |
Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the periods ended 30 June 2022 or 30 June 2021. The Group is not economically dependent on a limited number of customers for the sale of gold because gold can be sold through numerous commodity market traders worldwide.
The Company’s assets and liabilities, including geographic location of those assets and liabilities, are detailed below:
Ity Mine Côte d’Ivoire |
Houndé Mine Burkina Faso |
Mana Mine Burkina Faso |
Boungou Mine Burkina Faso |
Sabodala-Massawa Mine Senegal |
Wahgnion Mine Burkina Faso |
Other | Total | |
Balances as at 30 June 2022 | ||||||||
Current assets | 234.4 | 262.3 | 244.4 | 139.7 | 372.8 | 94.8 | 230.4 | 1,578.8 |
Mining interests | 418.8 | 446.5 | 407.2 | 429.4 | 2,012.5 | 517.3 | 650.6 | 4,882.3 |
Goodwill | — | — | 39.6 | — | 94.8 | — | — | 134.4 |
Other long-term assets | 62.8 | 34.2 | 9.9 | 6.2 | 127.8 | 2.9 | 55.8 | 299.6 |
Total assets | 716.0 | 743.0 | 701.1 | 575.3 | 2,607.9 | 615.0 | 936.8 | 6,895.1 |
Current liabilities | 122.0 | 98.6 | 71.3 | 39.6 | 153.6 | 51.7 | 480.7 | 1,017.5 |
Other long-term liabilities | 50.4 | 43.3 | 75.2 | 117.0 | 436.6 | 67.8 | 621.8 | 1,412.1 |
Total liabilities | 172.4 | 141.9 | 146.5 | 156.6 | 590.2 | 119.5 | 1,102.5 | 2,429.6 |
For the period ended 30 June 2022 | ||||||||
Capital expenditures | 19.3 | 23.9 | 35.3 | 21.5 | 80.1 | 28.4 | 20.5 | 229.0 |
Ity Mine Côte d’Ivoire |
Karma Mine Burkina Faso |
Houndé Mine Burkina Faso |
Mana Mine Burkina Faso |
Boungou Mine Burkina Faso |
Sabodala-Massawa Mine Senegal |
Wahgnion Mine Burkina Faso |
Other | Total | |
Balances as at 31 December 2021 | |||||||||
Current assets | 156.6 | 32.9 | 199.3 | 204.1 | 126.7 | 251.2 | 107.2 | 288.0 | 1,366.0 |
Mining interests | 429.1 | 25.0 | 463.4 | 419.9 | 434.5 | 2,048.2 | 524.9 | 635.2 | 4,980.2 |
Goodwill | — | — | — | 39.6 | — | 94.8 | — | — | 134.4 |
Other long-term assets | 61.0 | 13.7 | 28.7 | 9.4 | 6.7 | 105.1 | 3.4 | 62.3 | 290.3 |
Total assets | 646.7 | 71.6 | 691.4 | 673.0 | 567.9 | 2,499.3 | 635.5 | 985.5 | 6,770.9 |
Current liabilities | 99.1 | 24.4 | 76.1 | 63.7 | 46.1 | 113.6 | 49.5 | 94.6 | 567.1 |
Other long-term liabilities | 45.5 | 16.8 | 53.4 | 81.9 | 120.0 | 419.3 | 68.0 | 1,013.2 | 1,818.1 |
Total liabilities | 144.6 | 41.2 | 129.5 | 145.6 | 166.1 | 532.9 | 117.5 | 1,107.8 | 2,385.2 |
For the period ended 30 June 2021 | |||||||||
Capital expenditures | 51.5 | 3.1 | 24.0 | 58.8 | 25.8 | 45.5 | 18.2 | 45.9 | 272.8 |
18 CAPITAL MANAGEMENT
The Group’s objectives of capital management are to safeguard the entity’s ability to support the Group’s normal operating requirements on an ongoing basis, continue the development and exploration of its mining interests and support any expansionary plans.
In the management of capital, the Group includes the components of equity, finance obligations, and long-term debt, net of cash and cash equivalents and restricted cash.
Capital, as defined above, is summarised in the following table:
30 June 2022 | 31 December 2021 | |
Equity | 4,465.5 | 4,385.7 |
Current portion of long-term debt | 347.8 | — |
Long-term debt | 537.3 | 841.9 |
Lease liabilities | 49.6 | 51.1 |
5,400.2 | 5,278.7 | |
Less: | ||
Cash and cash equivalents | (1,096.8) | (906.2) |
Restricted cash | (33.9) | (31.6) |
Total | 4,269.5 | 4,340.9 |
The Group manages its capital structure and adjusts it considering changes in its economic environment and the risk characteristics of the Group’s assets. To effectively manage the entity’s capital requirements, the Group has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Group has the appropriate liquidity to meet its operating and growth objectives. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Group is not subject to any externally imposed capital requirements with the exception of complying with covenants under the RCF and Senior Notes. As at 30 June 2022 and 31 December 2021, the Group was in compliance with these covenants.
19 COMMITMENTS AND CONTINGENCIES
The Group has commitments in place at all six of its mines for drill and blasting services, load and haul services, supply of explosives and supply of hydrocarbon services. At 30 June 2022, the Group has approximately $110.5 million in commitments relating to on-going capital projects at its various mines.
During the three months ended 30 June 2022, the Group launched the expansion of the Sabodala-Massawa mine by supplementing the current CIL plant with a BIOX®plant. As at 30 June 2022, the Group has approximately $46.7 million in commitments relating to this expansion project. In addition, the Group has approximately $7.1 million in commitments at its Lafigué project related to access road and other infrastructure, in advance of the completion of the definitive feasibility study.
The Group is, from time to time, involved in various claims, legal proceedings, tax assessments and complaints arising in the ordinary course of business from third parties. The Group cannot reasonably predict the likelihood or outcome of these actions. The Group does not believe that adverse decisions in any other pending or threatened proceedings related to any matter, or any amount which may be required to be paid by reason thereof, will have a material effect on the financial condition or future results of operations. The Group has recognised tax provisions with respect to current assessments received from the tax authorities in the various jurisdictions in which the Group operates, and from uncertain tax positions identified upon the acquisition of SEMAFO and Teranga as well as through review of the Group's historical tax positions. For those amounts recognised related to current tax assessments received, the provision is based on management's best estimate of the outcome of those assessments, based on the validity of the issues in the assessment, management's support for their position, and the expectation with respect to any negotiations to settle the assessment. Management re-evaluates the outstanding tax assessments regularly to update their estimates related to the outcome for those assessments taking into account the criteria above. Management evaluates its uncertain tax positions regularly to update for changes to the tax legislation, the results of any tax audits undertaken, the correction of the uncertain tax position through subsequent tax filings, or the expiry of the period for which the position can be re-assessed. Management considers the material elements of any other claims to be without merit or foundation and will strongly defend its position in relation to these matters and follow the appropriate process to support its position. Accordingly, no provision or further disclosure has been made as the likelihood of a material outflow of economic benefits in respect of such claims is considered remote. In forming this assessment, management has considered the professional advice received, the mining conventions and tax laws in place in the various jurisdictions, and the facts and circumstances of each individual claim.
The Group has received a notice of claim from a former service provider. The Group is taking legal advice on the merits of the claim and the probable outcome but intends to vigorously defend against the claims. The Group does not believe that the outcome of the claim will have a material impact to the Group’s financial position.
The Group’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Group believes its operations are materially in compliance with all applicable laws and regulations. The Group has made, and expects to make in the future, expenditures to comply with such laws and regulations.
The Group assumed a gold stream when it acquired the Sabodala-Massawa mine on 10 February 2021 ("Sabodala stream").
20 SUBSEQUENT EVENTS
Share buyback programme
Subsequent to 30 June 2022 and up to 2 August 2022, the Group has repurchased a total of 144,100 shares at an average price of $19.43 for total cash outflows of $2.8 million.
Dividend declaration to non-controlling interests
Subsequent to 30 June 2022, a dividend of approximately $31.0 million to non-controlling interests was declared and approved by shareholders at Sabodala-Massawa which is expected to be paid in the third quarter of 2022.
Dividend declaration
On 3 August 2022, the Board of Directors of the Company declared an interim dividend totalling $100.0 million. The dividend will be paid on 28 September 2022 to shareholders on record on 2 September 2022.
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